Exhibit 10.1

 

Execution Version

 

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

 

dated as of February 26, 2019

 

among

 

GFL ENVIRONMENTAL INC.

 

as Canadian Borrower

 

GFL ENVIRONMENTAL USA INC.

 

as US Borrower

 

CERTAIN AFFILIATES OF THE BORROWER

 

as Guarantors

 

BANK OF MONTREAL

 

as Administrative Agent

 

THE BANK OF NOVA SCOTIA and NATIONAL BANK OF CANADA

 

as Co-Syndication Agents

 

BMO CAPITAL MARKETS

 

as Lead Arranger and Sole Bookrunner

 

THE FINANCIAL INSTITUTIONS NAMED

 

ON THE SIGNATURE PAGES HEREOF

 

as Lenders

 

	
 
    
	
C$628,000,000 Committed Revolving   Operating Credit Facility

C$80,000,000 Committed Revolving   Performance Letter of Credit Facility

US$20,000,000 Committed Revolving   Operating Credit Facility

US$20,000,000 Committed Revolving   Operating Credit Facility
    
	
 
    


 











 

TABLE OF CONTENTS

 

	
 
    	
 
    	
PAGE
    
	
ARTICLE 1 INTERPRETATION
    	
2
    
	
1.1
    	
Definitions
    	
2
    
	
1.2
    	
Computation of Time   Periods
    	
60
    
	
1.3
    	
Headings and Table of   Contents
    	
60
    
	
1.4
    	
References
    	
60
    
	
1.5
    	
Singular and Plural;   Gender
    	
60
    
	
1.6
    	
Applicable Accounting   Principles
    	
60
    
	
1.7
    	
Pro Forma Calculations
    	
61
    
	
1.8
    	
Rateable Portion of   Accommodations
    	
63
    
	
1.9
    	
Incorporation of   Exhibits and Schedules
    	
64
    
	
1.10
    	
Amendment and   Restatement
    	
64
    
	
1.11
    	
Quebec Interpretation   Clause
    	
64
    
	
1.12
    	
Treatment of   Subsidiaries Prior to Joinder
    	
65
    
	
1.13
    	
Currency
    	
65
    
	
1.14
    	
Authority of the   Canadian Borrower
    	
65
    
	
1.15
    	
Limited Condition   Transactions
    	
65
    
	
 
    	
 
    	
 
    
	
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
    	
66
    
	
2.1
    	
Representations and   Warranties
    	
66
    
	
2.2
    	
Survival of   Representations and Warranties
    	
75
    
	
 
    	
 
    	
 
    
	
ARTICLE 3 THE FACILITY A CREDIT
    	
76
    
	
3.1
    	
Obligations of the   Lenders and Use of Proceeds
    	
76
    
	
3.2
    	
Direct Advances and   Bankers’ Acceptances
    	
77
    
	
3.3
    	
Letters of Credit
    	
78
    
	
3.4
    	
Notice Provisions
    	
78
    
	
3.5
    	
Pro Rata Treatment
    	
79
    
	
3.6
    	
Accounts kept by the   Administrative Agent
    	
79
    
	
3.7
    	
Accounts kept by the   Swingline Lender
    	
79
    
	
3.8
    	
Conversion Option
    	
79
    
	
3.9
    	
Swingline Loan
    	
80
    
	
3.10
    	
Increase of the   Facility A Credit
    	
82
    
	
 
    	
 
    	
 
    
	
ARTICLE 4 THE FACILITY B CREDIT
    	
83
    
	
4.1
    	
Obligations of the   Lenders and Use of Proceeds
    	
83
    
	
4.2
    	
Facility B Letters of   Credit
    	
83
    
	
 
    	
 
    	
 
    
	
ARTICLE 5 THE FACILITY C CREDIT
    	
84
    
	
5.1
    	
Obligations of the   Lenders and Use of Proceeds
    	
84
    
	
5.2
    	
Direct Advances
    	
84
    
	
5.3
    	
Notice Provisions
    	
85
    
	
5.4
    	
Pro Rata Treatment
    	
86
    
	
5.5
    	
Accounts kept by the   Administrative Agent
    	
86
    
	
5.6
    	
Conversion Option
    	
86
    


 

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ARTICLE 6 FACILITY D CREDIT
    	
87
    
	
6.1
    	
Obligations of the   Lenders and Use of Proceeds
    	
87
    
	
6.2
    	
Direct Advances
    	
87
    
	
6.3
    	
Notice Provisions
    	
88
    
	
6.4
    	
Pro Rata Treatment
    	
88
    
	
6.5
    	
Accounts kept by the   Administrative Agent
    	
89
    
	
6.6
    	
Conversion Option
    	
89
    
	
 
    	
 
    	
 
    
	
ARTICLE 7 REPAYMENT
    	
89
    
	
7.1
    	
Mandatory Repayment of   the Facility A Loan
    	
89
    
	
7.2
    	
Optional Repayments of   Facility A Loan
    	
90
    
	
7.3
    	
Mandatory Repayment of   the Facility B Loan
    	
91
    
	
7.4
    	
Mandatory Repayment of   the Facility C Loan
    	
91
    
	
7.5
    	
Optional Repayments of   Facility C Loan
    	
91
    
	
7.6
    	
Mandatory Repayment of   the Facility D Loan
    	
92
    
	
7.7
    	
Optional Repayments of Facility   D Loan
    	
92
    
	
7.8
    	
Requirements for   Optional Repayments and Conversions and Rollovers of Loan
    	
92
    
	
7.9
    	
Excess Advances under   the Facility A Credit
    	
94
    
	
7.10
    	
Calculation For   Administrative Purposes
    	
94
    
	
7.11
    	
Authority to Debit
    	
95
    
	
7.12
    	
Sharing of Payments
    	
95
    
	
7.13
    	
LIBO Rate Loans —   Rollovers and Deemed Conversions
    	
95
    
	
 
    	
 
    	
 
    
	
ARTICLE 8 INTEREST AND FEES
    	
96
    
	
8.1
    	
Interest
    	
96
    
	
8.2
    	
Payment of Interest on   LIBO Rate Loan
    	
96
    
	
8.3
    	
Payment of Interest on   Canadian Rate Loan (excluding the Swingline Loan in CDollars)
    	
96
    
	
8.4
    	
Payment of Interest on   the Swingline Loan in CDollars
    	
96
    
	
8.5
    	
Payment of Interest on   US Base Rate Loan (excluding the Swingline Loan in USDollars)
    	
96
    
	
8.6
    	
Payment of Interest on   the Swingline Loan in USDollars
    	
97
    
	
8.7
    	
Payment of Interest on   US Prime Rate Loan
    	
97
    
	
8.8
    	
Selection of Interest   Periods
    	
97
    
	
8.9
    	
Default Interest
    	
98
    
	
8.10
    	
Determination of   Interest Rates
    	
98
    
	
8.11
    	
Acceptance Fee
    	
99
    
	
8.12
    	
Commitment Fees
    	
99
    
	
8.13
    	
Agency Fee
    	
100
    
	
8.14
    	
Other Fees
    	
100
    
	
 
    	
 
    	
 
    
	
ARTICLE 9 BANKERS’ ACCEPTANCES
    	
100
    
	
9.1
    	
Bankers’ Acceptances
    	
100
    
	
9.2
    	
Payments at Maturity   and Rollovers
    	
101
    
	
9.3
    	
BA Equivalent Advances
    	
102
    
	
9.4
    	
Purchase of Bankers’   Acceptances
    	
102
    
	
9.5
    	
Power of Attorney
    	
103
    
	
 
    	
 
    	
 
    
	
ARTICLE 10 LETTERS OF CREDIT
    	
103
    
	
10.1
    	
Letter of Credit   Commitment
    	
103
    


 

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10.2
    	
Letter of Credit   Participations
    	
104
    
	
10.3
    	
Repayment of   Participants
    	
105
    
	
10.4
    	
Role of the Issuing   Bank
    	
105
    
	
10.5
    	
Obligations of Each   Lender Absolute
    	
106
    
	
10.6
    	
Reinstatement and Survival
    	
106
    
	
10.7
    	
Procedure for Issuance   and Renewal of Letters of Credit
    	
106
    
	
10.8
    	
Reimbursement of the   Issuing Bank
    	
108
    
	
10.9
    	
Commissions, Fees and   Charges
    	
109
    
	
10.10
    	
Interest on Amounts   Disbursed under Letters of Credit
    	
110
    
	
10.11
    	
Computation of Interest   and Fees; Payment not on Business Days
    	
110
    
	
10.12
    	
Further Assurances
    	
111
    
	
10.13
    	
Nature of Obligations;   Indemnities
    	
111
    
	
10.14
    	
Payments upon any Event   of Default
    	
113
    
	
 
    	
 
    	
 
    
	
ARTICLE 11 PAYMENTS, TAXES, EXPENSES AND   INDEMNITY
    	
113
    
	
11.1
    	
Payments to Administrative   Agent
    	
113
    
	
11.2
    	
Payments to Swingline   Lender
    	
113
    
	
11.3
    	
Payments by Lenders to   Administrative Agent
    	
114
    
	
11.4
    	
Payments by   Administrative Agent to Borrower
    	
114
    
	
11.5
    	
Distribution to Lenders   and Application of Payments
    	
114
    
	
11.6
    	
Currency of Payment
    	
114
    
	
11.7
    	
Set-Off
    	
115
    
	
11.8
    	
Taxes
    	
115
    
	
11.9
    	
Application of Payments
    	
115
    
	
11.10
    	
Supplying Documents and   Indemnity
    	
116
    
	
11.11
    	
Non-Receipt by   Administrative Agent
    	
117
    
	
11.12
    	
Survival of   Indemnification Obligations
    	
117
    
	
 
    	
 
    	
 
    
	
ARTICLE 12 CONDITIONS OF LENDING
    	
117
    
	
12.1
    	
Conditions Precedent to   the Closing Date
    	
117
    
	
12.2
    	
Conditions Precedent to   each Advance
    	
119
    
	
12.3
    	
Waiver
    	
120
    
	
 
    	
 
    	
 
    
	
ARTICLE 13 COVENANTS
    	
121
    
	
13.1
    	
Affirmative Covenants
    	
121
    
	
13.2
    	
Financial Covenant and   Cure Action
    	
131
    
	
13.3
    	
Negative Covenants
    	
132
    
	
13.4
    	
Insurance
    	
143
    
	
 
    	
 
    	
 
    
	
ARTICLE 14 SECURITY DOCUMENTS
    	
145
    
	
14.1
    	
Security Documents
    	
145
    
	
14.2
    	
Applicability of   Security Documents
    	
146
    
	
14.3
    	
Security on Material   Real Property
    	
146
    
	
 
    	
 
    	
 
    
	
ARTICLE 15 DEFAULT AND REMEDIES
    	
148
    
	
15.1
    	
Events of Default
    	
148
    
	
15.2
    	
Effect of a Default
    	
151
    
	
15.3
    	
Remedies Cumulative; No   Waiver
    	
151
    


 

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15.4
    	
Clean Up Period
    	
151
    
	
 
    	
 
    	
 
    
	
ARTICLE 16 JUDGMENT CURRENCY
    	
152
    
	
16.1
    	
Judgment Currency
    	
152
    
	
 
    	
 
    	
 
    
	
ARTICLE 17 YIELD PROTECTION
    	
153
    
	
17.1
    	
Increased Costs
    	
153
    
	
17.2
    	
Taxes
    	
154
    
	
17.3
    	
Mitigation Obligations:   Replacement of Lenders
    	
156
    
	
17.4
    	
Illegality
    	
157
    
	
17.5
    	
Inability to Determine   Rates Etc.
    	
157
    
	
17.6
    	
LIBOR Rate Cancellation
    	
158
    
	
 
    	
 
    	
 
    
	
ARTICLE 18 RIGHT OF SETOFF
    	
159
    
	
18.1
    	
Right of Setoff
    	
159
    
	
18.2
    	
Sharing of Payments by   Lenders
    	
159
    
	
 
    	
 
    	
 
    
	
ARTICLE 19 ADMINISTRATIVE AGENT’S CLAWBACK
    	
160
    
	
19.1
    	
Funding by Lenders;   Presumption by Administrative Agent.
    	
160
    
	
19.2
    	
Payments by Borrower;   Presumptions by Administrative Agent.
    	
161
    
	
 
    	
 
    	
 
    
	
ARTICLE 20 AGENCY
    	
161
    
	
20.1
    	
Appointment and   Authority.
    	
161
    
	
20.2
    	
Rights as a Lender.
    	
161
    
	
20.3
    	
Exculpatory Provisions
    	
162
    
	
20.4
    	
Reliance by   Administrative Agent
    	
163
    
	
20.5
    	
Indemnification of   Administrative Agent
    	
163
    
	
20.6
    	
Delegation of Duties
    	
163
    
	
20.7
    	
Replacement of   Administrative Agent
    	
163
    
	
20.8
    	
Non-Reliance on   Administrative Agent and Other Lenders
    	
164
    
	
20.9
    	
Collective Action of   the Lenders
    	
165
    
	
20.10
    	
No Other Duties. Etc.
    	
165
    
	
 
    	
 
    	
 
    
	
ARTICLE 21 EXPENSES, INDEMNITY, DAMAGE   WAIVER
    	
165
    
	
21.1
    	
Costs and Expenses
    	
165
    
	
21.2
    	
Indemnification by the   Canadian Borrower
    	
166
    
	
21.3
    	
Reimbursement by   Lenders
    	
166
    
	
21.4
    	
Waiver of Consequential   Damages, Etc.
    	
167
    
	
21.5
    	
Payments
    	
167
    
	
 
    	
 
    	
 
    
	
ARTICLE 22 SUCCESSORS AND ASSIGNS, RELATED   PARTY LENDERS
    	
167
    
	
22.1
    	
Successors and Assigns   Generally
    	
167
    
	
22.2
    	
Assignments by Lenders
    	
168
    
	
22.3
    	
Register
    	
169
    
	
22.4
    	
Participations
    	
170
    
	
22.5
    	
Limitations upon   Participant Rights
    	
170
    
	
22.6
    	
Certain Pledges
    	
170
    
	
22.7
    	
Related Party Lenders   and Former Lenders
    	
170
    


 

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ARTICLE 23 MISCELLANEOUS
    	
172
    
	
23.1
    	
Deliveries, Etc.
    	
172
    
	
23.2
    	
Amendments to   Article 19
    	
172
    
	
23.3
    	
Decision-Making
    	
172
    
	
23.4
    	
Severability
    	
175
    
	
23.5
    	
Direct Obligation
    	
175
    
	
23.6
    	
Sharing of Information
    	
175
    
	
23.7
    	
Use of Credit
    	
176
    
	
23.8
    	
Term of Agreement
    	
176
    
	
23.9
    	
Further Assurances
    	
176
    
	
23.10
    	
Notices Generally
    	
176
    
	
23.11
    	
Electronic   Communications
    	
177
    
	
23.12
    	
Change of Address, Etc.
    	
177
    
	
23.13
    	
Governing Law
    	
177
    
	
23.14
    	
Submission to   Jurisdiction
    	
177
    
	
23.15
    	
Waiver of Venue
    	
178
    
	
23.16
    	
Waiver of Jury Trial
    	
178
    
	
23.17
    	
Counterparts, Integration,   Effectiveness
    	
178
    
	
23.18
    	
Electronic Execution of   Assignments
    	
178
    
	
23.19
    	
Confidentiality
    	
179
    
	
23.20
    	
Quebec English Language   Clause
    	
180
    
	
23.21
    	
Appointment of Hypothecary   Representative for Quebec Security
    	
180
    
	
23.22
    	
Confirmation of   Security
    	
180
    
	
23.23
    	
Whole Agreement and   Paramountcy
    	
181
    
	
23.24
    	
No Advisory or   Fiduciary Duty
    	
181
    
	
23.25
    	
Acknowledgement and   Consent to Bail-In of EEA Financial Institutions
    	
182
    


 

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS AGREEMENT DATED AS OF FEBRUARY 26, 2019

 


	
AMONG:
    	
GFL ENVIRONMENTAL INC., a   corporation amalgamated and existing under the laws of Ontario
    
	
 
    	
 
    
	
 
    	
(hereinafter defined as the “Canadian   Borrower”)
    
	
 
    	
 
    
	
AND:
    	
GFL ENVIRONMENTAL USA INC., a   corporation existing under the laws of Delaware
    
	
 
    	
 
    
	
 
    	
(hereinafter defined as the “US   Borrower”)
    
	
 
    	
 
    
	
AND:
    	
EACH OF THE GUARANTORS IDENTIFIED ON SCHEDULE 1.1.170
    
	
 
    	
 
    
	
 
    	
(hereinafter defined as the “Guarantors”)
    
	
 
    	
 
    
	
AND:
    	
EACH OF THE FINANCIAL INSTITUTIONS NAMED ON THE   SIGNATURE PAGES HEREOF
    
	
 
    	
 
    
	
 
    	
(hereinafter defined individually as a “Lender” and collectively as the “Lenders”)
    
	
 
    	
 
    
	
AND:
    	
BANK OF MONTREAL
    
	
 
    	
 
    
	
 
    	
(hereinafter defined as the “Administrative   Agent”)
    




 

WHEREAS the Lenders have made credit facilities available to the Canadian Borrower (or its predecessor corporations, as applicable) on the terms and conditions set out in a credit agreement dated as of June 18, 2013 among a predecessor of the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of April 16, 2014, a second amending agreement dated as of June 25, 2014, a third amending agreement dated as of September 30, 2014, a fourth amending agreement dated as of December 23, 2014 and a fifth amending agreement dated as of March 10th, 2015 as further amended and restated in its entirety by an amended and restated credit agreement dated as of March 24, 2015 and by a second amended and restated credit agreement dated as of February 1, 2016 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent as further amended by a first amending agreement dated as of February 22, 2016, as further amended and restated in its entirety by a third amended and restated credit agreement (the “Third ARCA”) dated as of September 30, 2016 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of October 2, 2017, a second amending agreement dated as of November 30, 2017 and a third amending agreement dated as of April 19, 2018, among the Canadian Borrower, the Lenders, certain affiliates (or their respective

 











 

predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent as further amended and restated in its entirety by a fourth amended and restated credit agreement (the “Fourth ARCA”) dated as of August 2, 2018 among the Canadian Borrower, the Lenders, certain affiliates (or their respective predecessor corporations, as applicable) of the Canadian Borrower, as Guarantors, and the Administrative Agent, as amended by a first amending agreement dated as of November 14, 2018 (as so amended, the “Original Credit Agreement”);

 

AND WHEREAS the parties hereto desire to amend the credit facilities by, among other things, adding a USDollar credit facility to be available to the US Borrower and to further amend and restate the terms of the Original Credit Agreement with effect as of the Closing Date;

 

THEREFORE, IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES 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:

 

1.1.1                     “Acceptance” means the acceptance by a Lender of any Bankers’ Acceptance pursuant to Section 9.1 and a BA Equivalent Advance pursuant to Section 9.3, including by way of Conversion Advances pursuant to Sections 3.8 or Rollover Advances pursuant to Section 9.2.

 

1.1.2                     “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).

 

1.1.3                     “Accordion Notice” shall have the meaning ascribed to such term in Section 3.10.1.

 

1.1.4                     “Acquisition” shall have the meaning ascribed to such term in Section 13.3.10.

 

1.1.5                     “Adjusted EBITDA” — means, with respect to the Canadian Borrower for any period, the Consolidated Net Income of the Canadian Borrower for such period:

 

1.1.5.1                              increased by (without duplication, and as determined in accordance with GAAP to the extent applicable):

 

1.1.5.1.1                         solely to the extent such amounts were deducted in computing Consolidated Net Income provision for Taxes based on income or profits or capital, plus state, provincial,

 

2











 

franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations) deducted in computing Consolidated Net Income; plus

 

1.1.5.1.2                         (A) total interest expense of such Person and, to the extent not reflected in such total interest expense, any net losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, and (B) bank fees and costs owed with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income; plus

 

1.1.5.1.3                         Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such expenses were deducted in computing Consolidated Net Income; plus

 

1.1.5.1.4                         any (A) Transaction Expenses and (B) (I)  reasonable fees, costs, expenses or charges incurred in connection with (x) any issuance or offering of Equity Interests (including any Qualifying IPO), investment permitted pursuant to Section 13.3.16, acquisition (including any one-time costs incurred in connection with any Permitted Acquisition or any other investment permitted hereunder after the Closing Date), non-ordinary course Disposition, recapitalization or the issuance, incurrence, redemption, exchange or repayment of Indebtedness (including, with respect to Indebtedness, a refinancing thereof), including any costs and expenses relating to any registration statement, or registered exchange offer, in respect of any Indebtedness permitted hereunder, (y) any amendment, waiver, consent or modification to any documentation governing the terms of any transaction described in the immediately preceding subclause (x) or (z) any amendment, waiver, consent or modification to any Loan Document or any other document governing any Indebtedness, in each case under subclauses (x), (y) and (z), whether or not such transaction or amendment, waiver, consent or modification is successful and (II) fees, costs, expenses and charges to the extent payable or reimbursable by third parties, pursuant to indemnification provisions, in each case in this Section

 

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1.1.5.1.4 to the extent deducted in computing Consolidated Net Income; plus

 

1.1.5.1.5                         to the extent deducted in calculating Consolidated Net Income, (A) any non-recurring charges, losses or expenses related to signing, retention, relocation, recruiting or completion bonuses or recruiting costs, severance costs, transition costs, curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), pre-opening, opening, closing and consolidation costs and expenses with respect to any facilities, facility start-up costs, (B) costs and expenses relating to implementation of operational and reporting systems and technology initiatives, as determined by an accounting or consulting firm acceptable to the Administrative Agent, acting reasonably, (C) costs incurred in connection with product and intellectual property development and new systems design, as determined by an accounting or consulting firm acceptable to the Administrative Agent, acting reasonably, (D) project start-up costs, integration and systems establishment costs, business optimization expenses or costs (including costs and expenses relating to intellectual property restructurings), as determined by an accounting or consulting firm acceptable to the Administrative Agent, acting reasonably and (E) non-recurring cash restructuring charges, expenses and reserves; plus

 

1.1.5.1.6                         accretion of asset retirement obligations; plus

 

1.1.5.1.7                         any other non-cash charges, expenses, losses or items, including any write offs or write downs, reducing such Consolidated Net Income for such period approved by the Administrative Agent, acting reasonably (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Canadian Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Canadian Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Adjusted EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

 

1.1.5.1.8                         the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in

 

4











 

any non-Wholly-Owned Subsidiary deducted in calculating Consolidated Net Income; plus

 

1.1.5.1.9                         the amount of fees, out-of-pocket costs, indemnities and expenses paid or accrued in such period to the extent permitted under Section 13.3.14 and deducted in such period in computing Consolidated Net Income; plus

 

1.1.5.1.10                  the amount of “run rate” cost savings, operating expense reductions and synergies related to any restructurings, cost savings initiatives and other initiatives after the Closing Date (without duplication of any amounts added back pursuant to the provisions of this Section 1.1.5 related to pro forma calculations in connection with a Specified Transaction or entry into an Municipal Waste Contract or Put-or-Pay Agreement) and projected by the Canadian Borrower in good faith to result from actions taken or committed to be taken no later than eighteen (18) months after the end of such period (which “run rate” cost savings, operating expense reductions and synergies shall be calculated on a pro forma basis as though such “run rate” cost savings, operating expense reductions and synergies had been realized on the first day of the period for which Adjusted EBITDA is being determined and realized during the entirety of such period and each subsequent period through the period ending on the last day of the fifth fiscal quarter commencing after the end of the fiscal quarter in which such pro forma adjustment was originally made, and without duplication of any pro forma adjustment for any such subsequent period that would otherwise be permitted under this Section 1.1.5.1.10 with respect to the same cost savings, operating expense reductions and synergies), net of the amount of actual benefits realized during such period from such actions; provided that such “run rate” cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower) (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X; provided that any such add-backs that are not in compliance with Regulation S-X shall not, when aggregated with any add-backs to Adjusted EBITDA for any “run rate” cost savings operating expense reductions or synergies pursuant to the provisions of this Section 1.1.5 relating to pro forma calculations, exceed 20% of Adjusted EBITDA for the

 

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applicable four-quarter period (calculated prior to giving effect to any such add-backs)); plus

 

1.1.5.1.11                  to the extent reducing such Consolidated Net Income, any costs or expenses incurred by the Canadian Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Canadian Borrower or net cash proceeds of issuance of Equity Interests of the Canadian Borrower (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount (as such term is defined in the Term Loan Agreement) and have not been designated as an Excluded Contribution; plus

 

1.1.5.1.12                  to the extent deducted in calculating Adjusted EBITDA, Specified Legal Expenses in an amount not to exceed C$5,000,000 for the applicable four quarter period; plus

 

1.1.5.1.13                  accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition that are so required as a result of such acquisition in accordance with GAAP, or changes as a result of the adoption or modification of accounting policies, whether effected through a cumulative effect adjustment, restatement or a retroactive application; and

 

1.1.5.2           decreased by (without duplication, and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Adjusted EBITDA in accordance with this definition).

 

1.1.6                     “Administrative Agent” means BMO or the administrative agent in office at such time pursuant to Section 20.1.

 

1.1.7                     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

 

1.1.8                     “Advance” means a Facility A Advance (including a Swingline Advance), a Facility B Advance, a Facility C Advance or a Facility D Advance.

 

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1.1.9                     “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.

 

1.1.10              “Affiliated Debt Fund” means any Affiliate of any Equity Sponsor (other than a natural person) that is a bona fide debt fund, proprietary trading desk, investment vehicle or other similar business or entity organized for the purpose of arranging, syndicating, investing in, trading or managing debt obligations that is either primarily engaged in, or advises funds, entities or other investment vehicles that are engaged in, arranging, syndicating, making, purchasing, holding or otherwise investing in loans, bonds and similar extensions of credit or securities in the ordinary course, but only to the extent that no personnel involved with the investment in any equity fund which has a direct or indirect equity investment in the Canadian Borrower or any of its Subsidiaries makes (or has the right to make or participate with others in making) investment decisions on such Affiliate’s behalf.

 

1.1.11              “Affiliated Lender” means, at any time, any Affiliate of the Canadian Borrower or any Equity Sponsor (other than (a) a natural Person, (b) the Canadian Borrower or any of its Subsidiaries, and (c) any Affiliated Debt Fund) that is a Lender under this Agreement.

 

1.1.12              “Affiliated Lender Cap” has the meaning specified in Section 22.7.1.

 

1.1.13              “Agreement” means this credit agreement, including the schedules hereto, as amended, supplemented, varied, restated, amended and restated, renewed or replaced at any time and from time to time.

 

1.1.14              “AML Legislation” has the meaning specified in Section 13.1.16.

 

1.1.15              “Applicable Accounting Principles” means GAAP, as the same may be changed, modified or replaced in accordance with Section 1.6, including to the extent applicable, IFRS or US GAAP to the extent adopted by the Canadian Borrower as the same may be changed, modified or replaced in accordance with Section 1.6.

 

1.1.16              “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.

 

1.1.17              “Applicable Lending Office” means, with respect to any Lender, the office or branch in Canada of such Lender specified as its “Applicable Lending Office” from time to time to the Administrative Agent by such Lender (with a copy to the Canadian Borrower), and means, with respect to any Eligible Assignee of all or any part of, or any interest in, any Lender’s rights and obligations

 

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hereunder, the office of such Eligible Assignee located at its address selected in Canada and specified as its “Applicable Lending Office” to the Administrative Agent (with a copy to the Canadian Borrower) from time to time by such assignee.

 

1.1.18              “Applicable Margin” means, in the case of a Bankers’ Acceptance, a BA Equivalent Advance, a LIBO Rate Advance or a Letter of Credit, 2.75%; in the case of a Canadian Rate Loan, a US Base Rate Loan or a US Prime Rate Loan, 1.75%, and, in the case of the commitment fee payable pursuant to Section 8.12, 0.50%.

 

1.1.19              “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.

 

1.1.20              “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.

 

1.1.21              “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.

 

1.1.22              “Assets” of a Person means all present and future property, rights and assets, real and personal, movable and immovable, tangible and intangible of such Person of whatever nature and wheresoever situated and, where the context requires, any part thereof.

 

1.1.23              “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 Schedule 22.1 or any other form approved by the Administrative Agent.

 

1.1.24              “Auditors” means a national firm of chartered accountants of recognized standing which acts as the auditors of the Canadian Borrower and its Subsidiaries.

 

1.1.25              “BA Equivalent Advance” means an Advance contemplated as such in Section 9.3.

 

1.1.26              “BA Equivalent Interest Period” shall have the meaning ascribed to such term in Section 9.3.

 

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

 

1.1.28              “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA

 

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Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

 

1.1.29              “Bank Product” means (i) the MasterCard credit card facility and Cash Management Services which BMO or any of its Affiliates may extend from time to time to the Canadian Borrower and/or any other Obligor; and (ii) any of the following products, services or facilities extended from time to time to the Canadian Borrower or any other Obligor by a Lender, a Former Lender or any of its Affiliates provided a prior written notice of such other products, services or facilities is sent to the Administrative Agent: (a) commercial credit card and merchant card services; and (b) other banking products or services (including Cash Management Services and Sweep to Loan Arrangements) as may be requested by any member of the Group.

 

1.1.30              “Bank Product Debt” means Indebtedness and other obligations of the Obligors or any one or more of them relating to Bank Products.

 

1.1.31              “Bankers’ Acceptance” means a non-interest bearing draft drawn by the Canadian Borrower in CDollars in the form of either a depository bill subject to the Depository Bills and Notes Act (Canada) (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 Canadian Borrower and which has been accepted by a Lender and, if applicable, purchased by a Lender at the request of the Canadian Borrower pursuant to Section 9.4.

 

1.1.32              “Banking Day” means a day, other than a Saturday or a Sunday, on which banking institutions in Toronto, Canada and New York, U.S.A. are generally open for business.

 

1.1.33              “Base Rate Loans” shall have the same meaning as US Base Rate Loans.

 

1.1.34              “BMO” means Bank of Montreal and its successors and permitted assigns.

 

1.1.35              “Borrower” means (i) with respect to the Facility A Credit and the Facility B Credit, the Canadian Borrower, (ii) with respect to the Facility C Credit and the Facility D Credit, the US Borrower, and (iii) in each case includes any of the relevant Borrower’s successors and permitted assigns.

 

1.1.36              “Borrowing” means a utilization by the Borrower of the Credit by way of Advances from the Lenders.

 

1.1.37              “Business Day” means a Banking Day which is also a day on which dealings in USDollars may be carried on by and between banks in the London interbank market, in Toronto, Canada, London, England and New York, U.S.A., respectively.

 

1.1.38              “Canadian Borrower” means GFL Environmental Inc. and includes any of its successors and permitted assigns.

 

1.1.39              “Canadian Multi-Employer Plan” means a “multi-employer pension plan”, as such term is defined under the Pension Benefits Act (Ontario) or any similar plan registered under pension standards legislation in another jurisdiction in

 

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Canada, under which an Obligor is required to contribute pursuant to a collective bargaining agreement and under which the sole obligation of the Obligor is to make the contributions specified in the applicable collective bargaining agreement.

 

1.1.40              “Canadian Obligor” means any Obligor that is organized under the laws of Canada or a province or territory thereof.

 

1.1.41              “Canadian Pension Plan” means any “registered pension plan” as such term is defined under the ITA which is maintained, administered or contributed to by any Obligor in respect of any person’s employment in Canada or a province or territory thereof with any Obligor other than a Canadian Multi-Employer Plan.

 

1.1.42              “Canadian 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 Administrative 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) the annual rate of interest established by the Administrative Agent to be the discount rate, calculated on the basis of a year of 365 days, of the Administrative Agent established in accordance with its normal practice as at or about 10:00 a.m. (Toronto time) on such day in respect to bankers’ acceptances outstanding for 30 days accepted by it, plus 1.0% per annum plus, (b) the Applicable Margin; adjusted automatically with each change in such rate, all without the necessity of any notice to the Canadian Borrower or any other Person; provided that if the discount rate determined pursuant to clause (a)(ii) of this definition would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.

 

1.1.43              “Canadian Rate Advance” means an Advance in CDollars to which the Canadian Rate is applicable.

 

1.1.44              “Canadian Rate Loan” means at any given time during the term of this Agreement the Loan, or that portion of the Loan, which the Canadian Borrower has elected or is deemed to have elected to denominate in CDollars and upon which interest is payable at the Canadian Rate.

 

1.1.45              “Canadian Subsidiary” means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

 

1.1.46              “Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Financial Leases) by the Canadian Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures, additions to property, plant or equipment or comparable items (or in intangible accounts subject to amortization) on the consolidated statement of cash flows of the Canadian Borrower and the Restricted Subsidiaries.

 

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1.1.47              “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Canadian Borrower and the Guarantors during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet (excluding the footnotes thereto) of the Canadian Borrower and the Guarantors.

 

1.1.48              “Cash Equivalents” means:

 

1.1.48.1                       CDollars or USDollars;

 

1.1.48.2                       bonds, notes, bills of exchange, debentures or other marketable direct obligations denominated in CDollars or USDollars, maturing not more than one year after such time issued or directly and fully guaranteed or insured by the Canadian or United States government, any agency or instrumentality thereof or, if such bonds, debentures or other evidences of indebtedness are rated at least A-1 or P-1 or an equivalent rating by at least two nationally recognized rating agencies, of the government of any province of Canada or any agency or instrumentality thereof;

 

1.1.48.3                       commercial paper denominated in CDollars or USDollars, maturing not more than twelve months from the date of issue, which is issued by a corporation (other than the Canadian Borrower or a Guarantor or any Affiliate of the Canadian Borrower or a Guarantor) organized under the laws of any state of the United States, of the District of Columbia, of Canada or of any Province of Canada and rated at least A-1 or P-1 or an equivalent rating by at least two nationally recognized rating agencies;

 

1.1.48.4                       any certificate of deposit or bankers’ acceptance denominated in CDollars or USDollars and maturing not more than one year after such time, which is issued by any Lender; and

 

1.1.48.5                       amounts deposited overnight for cash management purposes with any Lender.

 

1.1.49                 “Cash Management Services” means any services provided by a financial institution or other Person in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursements, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services.

 

1.1.50              “CDollar Current Account” means the CDollar account of the Canadian Borrower at BMO in Canada as the Canadian Borrower may from time to time designate as such in writing and acceptable to the Administrative Agent.

 

1.1.51              “CDollars” and the symbol “C$” each means lawful money of Canada.

 

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1.1.52              “CDOR Rate” means, on any day, the annual rate of interest which is the rate determined by the Administrative 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 Canadian Borrower 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 10:00 a.m. (Toronto time) on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Administrative Agent in good faith after 10:00 a.m. (Toronto 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 Administrative Agent (determined as of 10:00 a.m. (Toronto 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 Canadian Borrower on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day; provided that if the CDOR Rate at any time calculated in accordance with the foregoing would be less than 0%, the CDOR Rate shall be deemed to be 0% for the purposes of this Agreement.

 

1.1.53              “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

 

1.1.54              “CFC Holdco” means any Subsidiary that has no material assets other than Equity Interests in (or Equity and Indebtedness of) one or more Subsidiaries that are CFCs.

 

1.1.55              “CFPOA” means the Corruption of Foreign Public Officials Act (Canada), as amended.

 

1.1.56              “Change of Control” means the earliest to occur after the Closing Date of: at any time:

 

1.1.56.1                       prior to the consummation of a Qualifying IPO, the Permitted Holders ceasing to own, in the aggregate, directly or indirectly, beneficially, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Canadian Borrower; or

 

1.1.56.2                       upon and after the consummation of a Qualifying IPO, (1) any Person (other than a Permitted Holder) or (2) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person and its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Equity Interests representing more than

 

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thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Canadian Borrower and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of the Canadian Borrower beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders;

 

unless, in the case of either Section 1.1.56.1 or Section 1.1.56.2 above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election directors entitled to cast the majority of votes on the board of directors of the Canadian Borrower; or during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Canadian Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

 

1.1.57              “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 that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian 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.

 

1.1.58              “Closing Date” means February 26, 2019 or such other date as the Canadian Borrower and the Lenders may agree and on which all of the conditions set forth in Section 12.1 are satisfied or waived by the Lenders.

 

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1.1.59
    	
 
    	
“Code” means   the U.S. Internal Revenue Code of 1986, as amended.
    
	
 
    	
 
    	
 
    
	
1.1.60
    	
 
    	
“Collateral”   means all Assets of the Canadian Borrower and of any of its Subsidiaries or   any other Person encumbered by the Security Documents together with all   proceeds of the foregoing.
    
	
 
    	
 
    	
 
    
	
1.1.61
    	
 
    	
“Collateral and Guarantee   Requirement” shall have the meaning ascribed to such term in   Section 13.1.9.
    
	
 
    	
 
    	
 
    
	
1.1.62
    	
 
    	
“Commitment”   in relation to a Lender means at any time the Facility A Commitment, the   Facility B Commitment (if any), the Facility C Commitment (if any) and   the Facility D Commitment (if any) of such Lender at such time as set out in   Schedule 1.1.62.
    
	
 
    	
 
    	
 
    
	
1.1.63
    	
 
    	
“Compliance Certificate”   means a certificate of a Responsible Officer of the Canadian Borrower   delivered pursuant to Section 13.1.2.4.
    
	
 
    	
 
    	
 
    
	
1.1.64
    	
 
    	
“Consenting Lender”   shall have the meaning ascribed to such term in Section 23.3.2.
    
	
 
    	
 
    	
 
    
	
1.1.65
    	
 
    	
“Consolidated   Depreciation and Amortization Expense” means, with respect to any   Person for any period, the total amount of depreciation, amortization and   depletion and accretion expense, including amortization or write-off of   intangibles and non-cash organization costs and of deferred financing fees or   costs and Capitalized Software Expenditures, of such Person, including the   amortization of deferred financing fees or costs for such period on a   consolidated basis and otherwise determined in accordance with GAAP and the   amortization of OID resulting from the issuance of Indebtedness at less than   par, and any write down of assets or asset value carried on the balance   sheet.
    
	
 
    	
 
    	
 
    
	
1.1.66
    	
 
    	
“Consolidated Interest   Expense” means, for any period, the total interest expense of the   Canadian Borrower and its Restricted Subsidiaries determined on a   consolidated basis in accordance with GAAP (excluding any accretion or   accrual of discounted liabilities not constituting Indebtedness), plus, to   the extent not included in such total interest expense, and to the extent   incurred by the Canadian Borrower and its Restricted Subsidiaries (determined   on a consolidated basis in accordance with GAAP), without duplication:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.66.1
    	
the amortization of debt discount and debt issuance   costs; plus
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.66.2
    	
the amortization of all fees (including, without   limitation, fees with respect to Hedging Agreements) payable in connection   with the incurrence of Indebtedness; plus
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.66.3
    	
amounts characterized in accordance with GAAP as   interest on Financial Leases and Other Leases; plus
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.66.4
    	
payments in the nature of interest pursuant to   Hedging Agreements; plus
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.66.5
    	
interest accruing on any Indebtedness of any other   Person, to the extent such Indebtedness is guaranteed by, or secured by a   Lien on
    


 

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any asset of, the Canadian Borrower or any of its   Restricted Subsidiaries.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.67
    	
 
    	
“Consolidated Net Income”   – means, with respect to any Person for any period, the aggregate of the Net   Income of such Person and its Subsidiaries for such period on a consolidated   basis and otherwise determined in accordance with GAAP; provided,   however, that, without duplication:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.1
    	
any net after-tax extraordinary, non-recurring or   unusual gains or losses, charges or expenses and Transaction Expenses,   severance costs and expenses and one-time compensation charges shall be   excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.2
    	
the Net Income for such period shall not include the   cumulative effect of a change in accounting principles during such period,   whether effected through a cumulative effect adjustment or a retroactive   application, in each case in accordance with GAAP;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.3
    	
effects of   adjustments (including the effects of such adjustments pushed down to the   Canadian Borrower and its Subsidiaries) in such Person’s consolidated   financial statements pursuant to GAAP (including in the property and   equipment, software, goodwill, intangible assets, deferred revenue and debt   line items thereof) resulting from the application of recapitalization   accounting or purchase accounting, as the case may be, in relation to any   consummated acquisition or the amortization or write-off of any amounts thereof   (including any write-off of in process research and development), net of   taxes, shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.4
    	
any net after-tax income (loss) from disposed,   abandoned, transferred, closed or discontinued operations and any net   after-tax gains or losses on disposal of disposed, abandoned, transferred,   closed or discontinued operations shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.5
    	
any net after-tax gains or losses (less all fees and   expenses relating thereto) attributable to asset sales or other Dispositions   or impairments or the sale or other Disposition of any Equity Interests of   any Person, in each case, other than in the ordinary course of business, as   determined in good faith by the Canadian Borrower, shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.6
    	
the Net Income   for such period of any Person that is not a Subsidiary, or is an Unrestricted   Subsidiary, or that is accounted for by the equity method of accounting,   shall be excluded; provided that   the Canadian Borrower’s or any Restricted Subsidiary’s equity in the Net   Income of such Person or Unrestricted Subsidiary shall be included in the   Consolidated Net Income of the Canadian Borrower or such Restricted   Subsidiary up to the aggregate amount of dividends or distributions or other   payments that are actually paid in cash (or to the extent converted
    


 

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into cash) by such Person or   Unrestricted Subsidiary to the Canadian Borrower or a Restricted Subsidiary   in respect of such period;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.7
    	
(i) any net unrealized gain or loss (after any   offset) resulting in such period from obligations in respect of Hedging   Agreements and the application of CPA Handbook - Part II,   Section 3856 or any ineffectiveness recognized in earnings related to   qualifying hedge transactions or the fair value of changes therein recognized   in earnings for derivatives that do not qualify as hedge transactions, in   each case, in respect of Hedging Agreements, (ii) any net gain or loss   resulting in such period from currency translation gains or losses related to   currency re-measurements of Indebtedness (including the net loss or gain   resulting from Hedging Agreements for currency exchange risk) and all other   foreign currency translation gains or losses, and (iii) any net   after-tax income (loss) for such period attributable to the early   extinguishment or conversion of (A) Indebtedness, (B) obligations   under any Hedging Agreements or (C) other derivative instruments and all   deferred financing costs written off or amortized and premiums paid or other   expenses incurred directly in connection therewith, shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.8
    	
any goodwill or impairment charge or asset write-off   or write-down, including impairment charges or asset write-offs or write-downs   related to intangible assets, long-lived assets, investments in debt and   equity securities or as a result of a change in law or regulation, in each   case pursuant to GAAP, the amortization of intangibles arising pursuant to   GAAP and the amortization of Capitalized Software Expenditures, shall be   excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.9
    	
any expenses, charges or losses that are covered by   indemnification or other reimbursement provisions in connection with any   investment permitted pursuant to Section 13.3.16, Permitted Acquisition,   acquisitions completed prior to the Closing Date or any sale, conveyance,   transfer or other Disposition of Assets permitted under this Agreement or   that are consummated prior to the Closing Date, to the extent actually   reimbursed, or, so long as the Canadian Borrower has made a determination   that a reasonable basis exists for indemnification or reimbursement and only   to the extent that such amount is in fact indemnified or reimbursed within   365 days of such determination (with a deduction in the applicable future   period for any amount so added back to the extent not so indemnified or   reimbursed within such 365 days), shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.10
    	
to the extent covered by insurance and actually   reimbursed, or, so long as the Canadian Borrower has made a determination   that a
    


 

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reasonable basis exists that such amount will in   fact be reimbursed within 365 days of the date of such determination (with a   deduction in the applicable future period for any amount so added back to the   extent not so reimbursed within such 365 days), expenses, charges or losses   with respect to liability or casualty events shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.11
    	
any non-cash compensation charge or expense,   including any such charge or expense arising from the grants of stock   appreciation or similar rights, stock options, restricted stock or other   rights or equity incentive programs shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.12
    	
any income (loss) attributable to deferred   compensation plans or trusts and any non-cash deemed finance charges in   respect of any pension liabilities or other provisions or on the revaluation   of any benefit plan obligation shall be excluded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.13
    	
proceeds from any business interruption insurance,   to the extent not already included in Consolidated Net Income, shall be   included;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.14
    	
the amount of any expense to the extent a   corresponding amount relating to such expense is received in cash by the   Canadian Borrower and the Restricted Subsidiaries from a Person other than   the Canadian Borrower or any Restricted Subsidiaries; provided   such amount received has not been included in determining Consolidated Net   Income, shall be excluded (it being understood that if the amounts received   in cash under any such agreement in any period exceed the amount of expense   in respect of such period, such excess amounts received may be carried   forward and applied against expense in future periods);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.15
    	
any adjustments resulting from the application of   Accounting Guideline 14, AcG-14, CPA Handbook Part II or any comparable   regulation, shall be excluded; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.67.16
    	
earn-out and contingent consideration obligations   (including adjustments thereof and purchase price adjustments) incurred in   connection with any Permitted Acquisition or other permitted investment, and   any acquisitions completed prior to the Closing Date, shall be excluded.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.68
    	
 
    	
“Consolidated Total   Assets” means, as of any date of determination, the net book value   of all assets of the Canadian Borrower and the Restricted Subsidiaries,   determined on a consolidated basis in accordance with GAAP, as at the end of   the most recently ended fiscal quarter of the Canadian Borrower reflected in   the quarterly financial statements or the annual financial statements or for   which financial statements have been made available (or were required to be   made available) pursuant to Section 13.1.2.2 or Section 13.1.2.3.
    


 

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1.1.69
    	
 
    	
“Contractual Obligation”   means, as to any Person, any provision of any security issued by such Person   or of any agreement, instrument or other undertaking to which such Person is a   party or by which it or any of its property is bound.
    
	
 
    	
 
    	
 
    
	
1.1.70
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.71
    	
 
    	
“Conversion Advance”   and “Converted Advance” shall each have   the respective meaning ascribed to such terms in Section 3.8 in the case   of the Canadian Borrower, in Section 5.6 in the case of the US Borrower   in respect of Facility C Credit and Section 6.6 in the case of the US   Borrower in respect of Facility D Credit.
    
	
 
    	
 
    	
 
    
	
1.1.72
    	
 
    	
“Conversion Date”   means a day which the Canadian Borrower has notified the Administrative Agent   in a Notice of Conversion as the date on which the Canadian Borrower will   convert Borrowings under the Facility A Credit, or a portion thereof, in   accordance with Section 3.8 or the US Borrower has notified the   Administrative Agent in a Notice of Conversion as the date on which the US   Borrower will convert Borrowings under the Facility C Credit or the Facility   D Credit, or a portion thereof, in accordance with Section 5.6 or 6.6,   respectively.
    
	
 
    	
 
    	
 
    
	
1.1.73
    	
 
    	
“Credit” means   the collective reference to the Facility A Credit, the Facility B   Credit, the Facility C Credit and the Facility D Credit.
    
	
 
    	
 
    	
 
    
	
1.1.74
    	
 
    	
“Cure Action”   shall have the meaning ascribed to such term in Section 13.2.2.
    
	
 
    	
 
    	
 
    
	
1.1.75
    	
 
    	
“DBNA” shall   have the meaning ascribed to such term in the definition of Bankers’   Acceptance herein.
    
	
 
    	
 
    	
 
    
	
1.1.76
    	
 
    	
“DBRS” means   DBRS Limited and its successors.
    
	
 
    	
 
    	
 
    
	
1.1.77
    	
 
    	
“Debtor Relief Laws”   means the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the United States Bankruptcy Code and the Winding-Up   and Restructuring Act (Canada) and all other liquidation,   conservatorship, bankruptcy, assignment for the benefit of creditors,   moratorium, rearrangement, receivership, insolvency, reorganization, or   similar debtor relief laws of Canada or the United States or other applicable   jurisdictions from time to time in effect and, in each case, affecting the   rights of creditors.
    
	
 
    	
 
    	
 
    
	
1.1.78
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.79
    	
 
    	
“Designated Financial   Test” has the meaning specified in Section 13.3.1.
    


 

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1.1.80
    	
 
    	
“Designated Person”   means a person or entity:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.80.1
    	
listed in the annex to, or otherwise subject to the   provisions of, the Executive Order;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.80.2
    	
named as a “Specially Designated National and   Blocked Person” (“SDN”) on the   most current list published by OFAC at its official website or any   replacement website or other replacement official publication of such list;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.80.3
    	
in which an entity on the SDN list has 50% or greater   ownership interest or that is otherwise controlled by an SDN; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.80.4
    	
included on Her Majesty’s Treasury’s Consolidated   List of Financial Sanctions Targets and the Investment Ban List, or any   similar list enforced by any other relevant sanctions authority.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.81
    	
 
    	
“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 Administrative 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 Administrative 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%.
    
	
 
    	
 
    	
 
    
	
1.1.82
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.83
    	
 
    	
“Disposition” or “Dispose”   means the sale, transfer, license tantamount to a sale, lease or other   disposition (including any sale-leaseback transaction and any sale or   issuance of Equity Interests in a Restricted Subsidiary) of any property by   any Person, including any sale, assignment, transfer or other disposal, with   or without recourse, of any notes or accounts receivable or any rights and   claims associated therewith; provided that   “Disposition” and “Dispose” shall not include any issuance by the Canadian   Borrower of any of its Equity Interests to another Person.
    
	
 
    	
 
    	
 
    
	
1.1.84
    	
 
    	
“Disqualified Equity Interests” means any Equity Interest   that, by its terms (or by the terms of any security or other Equity Interests   into which it is convertible or for which it is exchangeable), or upon the   happening of any event or condition (a) matures or is mandatorily   redeemable (other than solely
    


 

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for Qualified   Equity Interests of the Canadian Borrower or any direct or indirect parent of   the Canadian Borrower), pursuant to a sinking fund obligation or otherwise   (except as a result of a change of control, initial public offering or asset   sale so long as any rights of the holders thereof upon the occurrence of a   change of control, initial public offering or asset sale event shall be   subject to the prior repayment in full of the Loans and all other Obligations   that are accrued and payable (other than (i) contingent obligations that   by their terms survive and (ii) Obligations under Permitted Hedging   Agreements and Secured Cash Management Agreements) and the termination of the   Commitments), (b) is redeemable at the option of the holder thereof   (other than solely for Qualified Equity Interests of the Canadian Borrower or   any direct or indirect parent of the Canadian Borrower and other than as a   result of a change of control, initial public offering or asset sale so long   as any rights of the holders thereof upon the occurrence of a change of   control, initial public offering or asset sale event shall be subject to the   prior repayment in full of the Loans and all other Obligations that are   accrued and payable (other than (i) contingent obligations that by their   terms survive and (ii) Obligations under Permitted Hedging Agreements   and Secured Cash Management Agreements) and the termination of the   Commitments), in whole or in part or (c) is or becomes automatically or   at the option of the holder convertible into or exchangeable for Indebtedness   or any other Equity Interests that are not Qualified Equity Interests of the   Canadian Borrower or any direct or indirect parent of the Canadian Borrower,   in the case of each of clauses (a), (b), and (c), prior   to the date that is ninety-one (91) days after the latest Maturity Date of   the Loans at the time of issuance; provided that   if such Equity Interests are issued to any employees, other service   providers, directors, officers or members of management or pursuant to a plan   for the benefit of employees, other service providers, directors, officers or   members of management of the Canadian Borrower or their respective   Subsidiaries or by any such plan to such employees, other service providers,   directors, officers or members of management, such Equity Interests shall not   constitute Disqualified Equity Interests solely because they may be required   to be repurchased by the Canadian Borrower or their respective Subsidiaries   in order to satisfy applicable statutory or regulatory obligations or as a   result of such employees’, other service providers’, directors’, officers’ or   management members’ termination, death or disability.
    
	
 
    	
 
    	
 
    
	
1.1.85
    	
 
    	
“Distribution”   means, for any Person, any payment with respect to or on account of any of   such Person’s Equity Interests, including (a) any dividend or other   distribution on and any payment of interest on or principal of any such   Equity Interests, (b) any payment by such Person on account of any   purchase, redemption, retirement, exchange, defeasance or conversion of, or   on account of any claim relating to or arising out of the offer, sale or   purchase by such Person of, its Equity Interests, (c) any return of   capital to the holders of Equity Interests of such Person or (d) any   other distribution, payment or delivery of property or cash to the holders of   Equity Interests of such Person as such (including management fees,   earn-outs, minority interests and royalties) where
    


 

20











 

	
 
    	
 
    	
such distribution,   payment or delivery is made to such Person in consideration of it being a   holder of Equity Interests of such Person. For the purposes of this   definition, a “payment” shall include the transfer of any Asset or the   incurrence of any indebtedness or other liability (the amount of any such   payment to be the fair market value of such Asset or the amount of such   obligation, respectively) but shall not include the issuance of any Equity   Interests of such Person in lieu of a Distribution.
    
	
 
    	
 
    	
 
    
	
1.1.86
    	
 
    	
“Doubtful Account”   means any account receivable for which a reserve has been taken for doubtful   accounts in the books and records of the relevant Person in accordance with   its usual practice.
    
	
 
    	
 
    	
 
    
	
1.1.87
    	
 
    	
“Drawdown Date”   means (i) a day which a Borrower has notified the Administrative Agent   in a Notice of Borrowing as the date on which such Borrower requests an   Advance in accordance with Section 3.2 in the case of the Canadian   Borrower, Section 5.2 in the case of the US Borrower in respect of the   Facility C Credit and Section 6.2 in the case of the US Borrower in   respect of the Facility D Credit, (ii) a day on which the Swingline   Lender makes a Swingline Advance, or (iii) a day on which the Canadian   Borrower has requested the issuance of a Letter of Credit in accordance with   Section 10.7.
    
	
 
    	
 
    	
 
    
	
1.1.88
    	
 
    	
“EBITDA”   means, with respect to a Person, on a consolidated basis for any given period   (except as provided herein), its net earnings (a) increased by (without   duplication), to the extent deducted in computing such net earnings in such   period, (1) net total interest expense, (2) income tax expense,   (3) management fees permitted hereunder, (4) Consolidated   Depreciation and Amortization Expense, (5) non-cash stock compensation   expense, (6) non-cash extraordinary losses from the sale of assets,   (7) non-cash losses resulting from Permitted Hedging Agreement   Obligations, (8) transaction costs associated with Permitted   Acquisitions (whether consummated or not), which are required to be expensed   rather than capitalized under Applicable Accounting Principles,   (9) other non-cash or non-recurring charges or unusual or extraordinary   losses which have been approved in writing by the Required Lenders, and   (b) decreased by (without duplication), to the extent added in computing   such net earnings in such period, (1) non-cash earnings,   (2) non-cash gains resulting from Permitted Hedging Agreement   Obligations and (3) unusual or extraordinary gains, the whole calculated   to the satisfaction of the Administrative Agent, in accordance with   Applicable Accounting Principles consistently applied, the whole as set forth   in Section 1.6.
    
	
 
    	
 
    	
 
    
	
1.1.89
    	
 
    	
“EEA Financial   Institution” means (a) any credit institution or investment   firm established in any EEA Member Country which is subject to the supervision   of an EEA Resolution Authority, (b) any entity established in an EEA   Member Country which is a parent of an institution described in clause   (a) of this definition, or (c) any financial institution   established in an EEA Member Country which is a subsidiary of an institution   described in clauses (a)
    


 

21











 

	
 
    	
 
    	
or (b) of this definition and is subject to   consolidated supervision with its parent.
    
	
 
    	
 
    	
 
    
	
1.1.90
    	
 
    	
“EEA Member Country”   means any of the member states of the European Union, Iceland,   Liechtenstein, and Norway.
    
	
 
    	
 
    	
 
    
	
1.1.91
    	
 
    	
“EEA Resolution Authority”   means any public administrative authority or any person entrusted with public   administrative authority of any EEA Member Country (including any delegee)   having responsibility for the resolution of any EEA Financial Institution.
    
	
 
    	
 
    	
 
    
	
1.1.92
    	
 
    	
“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 22.2 has been obtained.
    
	
 
    	
 
    	
 
    
	
1.1.93
    	
 
    	
“Environmental Activity”   means any activity, event or circumstances in respect of a Hazardous   Material, 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.
    
	
 
    	
 
    	
 
    
	
1.1.94
    	
 
    	
“Environmental   Claims” means any and all material 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:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.94.1
    	
any and all Claims by governmental or regulatory authorities   for enforcement, cleanup, removal, response, remedial or other actions or   damages pursuant to any applicable Environmental Law; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.94.2
    	
any and all Claims by any third party seeking   damages, contribution, indemnification, cost recovery, compensation or   injunctive relief in connection with Hazardous Materials or arising from   alleged injury or threat of injury to health, safety (unless recoverable   through the Workplace Safety & Insurance Board) or the environment.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.95
    	
 
    	
“Environmental Laws”   means any and all Applicable Laws relating to pollution or protection of   human health or the environment or any Environmental Activity.
    
	
 
    	
 
    	
 
    
	
1.1.96
    	
 
    	
“Environmental Permits”   means all permits, licenses, written authorizations, certificates, approvals   or registrations required by any Governmental Authority under any   Environmental Laws.
    
	
 
    	
 
    	
 
    
	
1.1.97
    	
 
    	
“Equity Interests”   means, with respect to any Person, all of the shares, interests, rights,   participations or other equivalents (however designated) of capital stock of   (or other ownership or profit interests or units in, including any limited or   general partnership interest and any limited liability company
    


 

22











 

	
 
    	
 
    	
membership interest) such Person and all of the   warrants, options or other rights for the purchase, acquisition or exchange   from such Person of any of the foregoing (including through convertible   securities, but excluding debt securities).
    
	
 
    	
 
    	
 
    
	
1.1.98
    	
 
    	
“Equity Sponsor”   means (i) means each of (a) BC Partners Advisors L.P. and its   Affiliates (including BC European Capital X LP and the other funds,   partnerships or other vehicles managed, advised or controlled thereby,   together with any entity (directly or indirectly) wholly owned by any such   fund, partnership or vehicle, but not including, however, any portfolio   operating company of the foregoing), (b) Ontario Teachers’ Pension Plan   Board and its Affiliates (including the funds, partnerships or other vehicles   managed, advised or controlled thereby, together with any entity (directly or   indirectly) wholly owned by any such fund, partnership or vehicle, but not   including, however, any portfolio operating company of the foregoing) and   (c) Magny Cours Investment Pte Ltd., (ii) any successor of any   Person identified in clause (i)(a), and (iii) any Affiliate of any   Person identified in clause (i) that in the future acquires any direct   or indirect Equity Interests in the Canadian Borrower (other than any other   portfolio company of any Person identified in clause (i)).
    
	
 
    	
 
    	
 
    
	
1.1.99
    	
 
    	
“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 for the purchase of the Currency with such other currency, as quoted   or published or otherwise made available by the Bank of Canada at 4:30   p.m. on such date.
    
	
 
    	
 
    	
 
    
	
1.1.100
    	
 
    	
“ERISA” means   the Employee Retirement Income Security Act of 1974, as amended from time to   time.
    
	
 
    	
 
    	
 
    
	
1.1.101
    	
 
    	
“ERISA Affiliate”   means any trade or business (whether or not incorporated) under common   control with the Canadian Borrower or any Guarantor within the meaning of   Section 414(b) or (c) of the Code (and Sections   414(m) and (o) of the Code for purposes of provisions relating to   Section 412 of the Code).
    
	
 
    	
 
    	
 
    
	
1.1.102
    	
 
    	
“ERISA Event”   means (a) a Reportable Event with respect to a Pension Plan; (b) a   withdrawal by the Canadian Borrower or any of its ERISA Affiliates from a   Pension Plan subject to Section 4063 of ERISA during a plan year in   which it was a substantial employer (as defined in   Section 4001(a)(2) of ERISA) or a cessation of operations that is   treated as such a withdrawal under Section 4062(e) of ERISA;   (c) the failure to satisfy the minimum funding standards (within the   meaning of Section 412 of the Code or Section 302 of ERISA),   whether or not waived, with respect to a Pension Plan; (d) the failure   to make any required contribution to a Multiemployer Plan; (e) the   incurrence by the Canadian Borrower or any of its ERISA Affiliates of any   liability under Title IV of ERISA with respect to a complete or partial   withdrawal by the Canadian Borrower or any of its ERISA Affiliates from a   Multiemployer Plan or notification that a Multiemployer Plan is “insolvent”   (within the meaning of Section 4245 of ERISA) or in “reorganization”   (within the meaning of Section
    


 

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4241 of ERISA) or in “endangered” or “critical”   status (within the meaning of Section 432 of the Code or   Section 305 of ERISA); (f) a failure by the Canadian Borrower or   any of its ERISA Affiliates to pay when due (after expiration of any   applicable grace period) any installment payment with respect to withdrawal   liability (within the meaning of Title IV of ERISA); (g) a determination   that any Pension Plan is in “at-risk” status (within the meaning of   Section 430(i)(4) of the Code or Section 303(i)(4) of   ERISA); (h) the filing under Section 4041(c) of ERISA of a   notice of intent to terminate a Pension Plan, the treatment of a Pension Plan   or Multiemployer Plan amendment as a termination under Section 4041 or   Section 4041A of ERISA, or the receipt by the Canadian Borrower or any of   its ERISA Affiliates from the PBGC of any notice relating to the intention to   terminate a Pension Plan or Multiemployer Plan; or (i) the imposition of   any liability under Title IV of ERISA with respect to the termination of any   Pension Plan or Multiemployer Plan, other than for the payment of PBGC   premiums due but not delinquent under Section 4007 of ERISA, upon the   Canadian Borrower or any of its ERISA Affiliates.
    
	
 
    	
 
    	
 
    
	
1.1.103
    	
 
    	
“EU Bail-In Legislation   Schedule” means the EU Bail-In Legislation Schedule published by   the Loan Market Association (or any successor person), as in effect from time   to time.
    
	
 
    	
 
    	
 
    
	
1.1.104
    	
 
    	
“Event of Default”   means any of the events specified in Section 15.1.
    
	
 
    	
 
    	
 
    
	
1.1.105
    	
 
    	
“Excess Cash Flow”   shall have the meaning specified in the Term Loan Agreement on the date   hereof, as such term may be amended from time to time with the consent of the   Lenders pursuant to Section 13.3.19.
    
	
 
    	
 
    	
 
    
	
1.1.106
    	
 
    	
“Excluded Assets” means any of   the following:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.1
    	
(i) assets for which the grant of a security   interest, therein (A) is prohibited by Applicable Law (including,   without limitation, financial assistance laws, corporate benefit laws or   otherwise), rule, regulation or requires Governmental Authority or similar   third party consent, or (B) is prohibited by contract permitted   hereunder and existing on the Closing Date (and not entered into in   contemplation thereof) or, in the case of any Subsidiary acquired after the   Closing Date, at the time of acquisition of such Subsidiary (and not entered   into in contemplation thereof) or would trigger termination under any such   permitted contract binding on such assets (in each case, after giving effect   to the applicable anti-assignment provisions of the Uniform Commercial Code,   PPSA or other Applicable Laws), or (ii) any lease, license, franchise,   charter, authorization, contract or other agreement (including any purchase   money security interest, capital lease obligation or other similar   arrangement) to the extent a security interest therein is prohibited by or in   violation of a term, provision or condition of, or would invalidate or give   any other party thereto (other than the Canadian Borrower or any Subsidiary)   the right to terminate, any such lease, license, franchise, charter,   authorization, contract or
    


 

24











 

	
 
    	
 
    	
 
    	
agreement (in each case, after giving effect to the   applicable anti-assignment provisions of the Uniform Commercial Code, the   PPSA or other Applicable Laws in any relevant jurisdiction); provided,   however, that the Collateral shall include (and such security interest shall   attach) at such time as the contractual prohibition shall no longer be   applicable and to the extent severable, shall attach to any portion of any   lease, license, franchise, charter, authorization, contract, agreement or   other asset not subject to the prohibitions specified above; provided,   further, that the exclusions referred to in this Section 1.1.106.1 shall   not include any proceeds of any such lease, license, franchise, charter,   authorization, contract or agreement the assignment of which is expressly   deemed effective under Applicable Law notwithstanding such prohibition   (unless such proceeds or receivables would independently constitute Excluded   Assets);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.2
    	
(i) Equity Interests in excess of 65% of the   total issued and outstanding voting Equity Interests of (x) a CFC or   (y) any CFC Holdco, (ii) Equity Interests in any Person (other than   any Subsidiary Guarantor, any Wholly Owned Restricted Subsidiaries of the   Canadian Borrower or any Subsidiary Guarantors that are Material   Subsidiaries), (iii) Equity Interests in any Excluded Subsidiary (other   than (A) any Subsidiary that is not a U.S. Subsidiary or Canadian   Subsidiary or (B) a CFC Holdco or (C) any Subsidiary which is an   Excluded Subsidiary solely pursuant to clause (j) of the Definition of   Excluded Subsidiary), (iv) Equity Interests in partnerships, joint   ventures or any non-wholly owned Subsidiaries which cannot be pledged without   the consent of one or more third-parties, (v) Equity Interests of any   Subsidiary of the Canadian Borrower that is a Subsidiary of an Excluded   Subsidiary and (vi) Margin Stock;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.3
    	
any “intent-to-use” application for registration of   a trademark or service mark filed pursuant to Section 1(b) of the   Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use”   pursuant to Section 1(d), or an “Amendment to Allege Use” pursuant to   Section 1(c), of the Lanham Act or similar applications pursuant to any   Applicable Laws in any other applicable jurisdiction, to the extent, if any,   that, and solely during the period, if any, in which, the grant of a security   interest therein would impair the validity or enforceability of such   application under Applicable Laws;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.4
    	
(i) any leasehold interest (including any   ground lease interest) in real property (it being agreed that no Obligor   shall be required to deliver landlord or other third party lien waivers,   estoppels or collateral access letters), (ii) any fee interest in owned   real property (subject to the requirements of Section 13.1.9 and   Section 13.1.10 with respect to Material Real Property) and   (iii) any fixtures
    


 

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affixed to any real property to the extent a   security interest in such fixtures may not be perfected by a UCC-1 or PPSA   financing statement in the jurisdiction of organization of the applicable   Obligor or jurisdiction where such real property is located, as applicable,   or, solely in the case of fixtures affixed to any Material Real Property, to   the extent a security interest in such fixtures may not be perfected by the   recording of a Mortgage or the filing of a fixture filing in the jurisdiction   where such Material Real Property is located; provided that Excluded Assets   shall not include any real property subject to a Mortgage or other Material   Real Property for which the Administrative Agent has requested a valid and   perfected Lien pursuant to Section 13.1.9 or Section 13.1.10;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.5
    	
vehicles and other assets subject to certificates of   title or ownership and aircraft;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.6
    	
non-U.S. and non-Canadian intellectual property (to   the extent a security interest therein cannot be perfected by filing a   Uniform Commercial Code or PPSA financing statement), in relation to US   Subsidiaries, letters of credit and letter of credit rights that do not   constitute supporting obligations in respect of other Collateral, except to   the extent such letter of credit rights may be perfected by the filing of a   Uniform Commercial Code financing statement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.7
    	
in relation to US Subsidiaries, commercial tort   claims that, in the reasonable determination of the Canadian Borrower, are   not expected to result in a judgment (or settlement) in excess of   C$5,000,000;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.8
    	
assets for which the grant of a Security Interest   therein would result in material adverse tax or regulatory costs or   consequences as reasonably determined by the Canadian Borrower in   consultation with the Administrative Agent;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.9
    	
any preferred stock issued by GFL Holdco (US), LLC;   and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.106.10
    	
particular assets as agreed between the Canadian   Borrower and the Administrative Agent if and for so long as, in the   reasonable judgment of the Administrative Agent and the Canadian Borrower,   the cost, difficulty, burden or consequences of obtaining, perfecting or   maintaining a security interest in such assets exceeds the practical benefits   to the Lenders afforded thereby; provided, however, that Excluded Assets   shall not include any proceeds of any Excluded Assets referred to in any   clause of this Section 1.1.106 (unless such proceeds would constitute   Excluded Assets referred to in any such clause).
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.107
    	
 
    	
“Excluded   Contribution” means
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.107.1
    	
the cash, Cash Equivalents   or other assets (valued at their fair market value as determined in good   faith by the Canadian
    


 

26









 

	
 
    	
 
    	
 
    	
Borrower) received by the   Canadian Borrower after the Closing Date from:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.107.1.1
    	
contributions in respect of Qualified Equity   Interests; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.107.1.2
    	
the sale (other than to a Subsidiary of the Canadian   Borrower or to any Subsidiary management equity plan or stock option plan or   any other management or employee benefit plan or agreement) of Qualified   Equity Interests of the Canadian Borrower, plus
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.107.2
    	
the net cash proceeds received by the Canadian   Borrower or any of its Restricted Subsidiaries from issuances of debt   securities or Disqualified Equity Interests incurred or issued by the   Canadian Borrower or any of the Guarantors that have been converted into or   exchanged for Qualified Equity Interests of the Canadian Borrower or any   direct or indirect parent thereof,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
in each case, so long as   same is designated as Excluded Contributions pursuant to a certificate of a   Responsible Officer.
    
	
 
    	
 
    	
 
    
	
1.1.108
    	
 
    	
“Excluded Subsidiary”   means (a) Immaterial Subsidiaries, (b) Unrestricted Subsidiaries,   (c) any Subsidiary that is prohibited or restricted by Applicable Law,   rule, regulation or Contractual Obligation (so long as, in respect to any   such Contractual Obligation, such prohibition existed on the Closing Date or,   if later, on the date the applicable Subsidiary is acquired and is not   incurred in contemplation of such acquisition) from providing a Guarantee or   that would require a governmental (including regulatory) consent, approval,   license or authorization in order to provide a Guarantee (including, in each   case, under any financial assistance, corporate benefit or thin   capitalization rule), in each case, for so long as such prohibition or   circumstance exists, (d) any Subsidiary that is not a Wholly Owned   Subsidiary of the Canadian Borrower or any Guarantor, (e) any Subsidiary   that is neither a US Subsidiary nor a Canadian Subsidiary, (f) any US   Subsidiary that is a Subsidiary of CFC, (g) any CFC Holdco, (h) any   Subsidiary that is a not-for-profit organization, (i) any Subsidiary   that is a special purpose entity for a securitization transaction or a   similar special purpose, (j) any Subsidiary with respect to which   providing a Guarantee would result in material adverse tax consequences   (including as a result of Section 956 of the Code or any similar   Applicable Law in any applicable jurisdiction) to the Canadian Borrower or   any of its Subsidiaries as reasonably determined by the Canadian Borrower (in   consultation with the Administrative Agent) and (k) any other Subsidiary   with respect to which, as reasonably determined by the Administrative Agent   and the Canadian Borrower, the burden or cost of providing a Guarantee   outweighs the benefits afforded to the Lenders thereby.
    
	
 
    	
 
    	
 
    
	
1.1.109
    	
 
    	
“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
    
					


 

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or measured by its net income, and franchise taxes   imposed on it (in lieu of net income taxes), capital Taxes imposed under any   applicable Canadian federal or provincial law, in each case 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, (c) in the case of a   Foreign Lender, any withholding tax imposed under Part XIII of the   Income Tax Act (Canada) or any successor provision thereto as a result of   (i) any person not dealing at arm’s length (within the meaning of the   Income Tax Act (Canada)) with an Obligor, (ii) any person being a   “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of an Obligor or not dealing at   arm’s length (for the purposes of the Income Tax Act   (Canada)) with a “specified shareholder” (as defined in subsection   18(5) of the Income Tax Act   (Canada)) of an Obligor or (iii) is attributable to such Foreign   Lender’s failure or inability (other than as a result of a Change in Law) to   comply with Section 17.2.5, 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 17.2.1, and   (d) any Taxes imposed pursuant to FATCA.
    
	
 
    	
 
    	
 
    
	
1.1.110
    	
 
    	
“Executive Order”   means the Executive Order No. 13224 of September 23, 2001, entitled   Blocking Property and Prohibiting Transactions with Persons Who Commit,   Threaten to Commit, or Support Terrorism.
    
	
 
    	
 
    	
 
    
	
1.1.111
    	
 
    	
“Existing Indebtedness”   means the Indebtedness of any Obligor as of the date hereof described in Schedule 2.1.25.
    
	
 
    	
 
    	
 
    
	
1.1.112
    	
 
    	
“Facility A Advance”   means (a) a direct advance by a Lender to the Canadian Borrower by way   of Canadian Rate Advance, US Base Rate Advance or LIBO Rate Advance pursuant   to Section 3.2, (b) the Acceptance of Bankers’ Acceptances pursuant   to Section 9.1 and BA Equivalent Advances pursuant to Section 9.3,   (c) the issuance of a Letter of Credit pursuant to ARTICLE 10, and   (d) unless the context otherwise requires, a Swingline Advance.
    
	
 
    	
 
    	
 
    
	
1.1.113
    	
 
    	
“Facility A Available   Commitment” except for the purposes of Section 8.12.1, means   at any time, with respect to all the Lenders, (i) the amount at such   time of the Facility A Total Commitment, less (ii) the amount of   the Facility A Loan at such time (excluding the amount of the Swingline Loan   at such time), less (iii) the Swingline Limit; and with respect   to any one Lender, the amount of the Facility A Available Commitment   multiplied by the Facility A Participation of such Lender.
    
	
 
    	
 
    	
 
    
	
1.1.114
    	
 
    	
“Facility A Availability   Period” means the period commencing on the date of this Agreement   and ending on August 2, 2023.
    
	
 
    	
 
    	
 
    
	
1.1.115
    	
 
    	
“Facility A Commitment”   in relation to a Lender means at any time the amount set opposite its name in   Schedule 1.1.62 in respect of   Facility A Commitment less any amount by which it has been cancelled,   terminated or
    


 

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reduced in accordance with this Agreement plus any   amount by which it has been increased pursuant to an Accordion Notice in   accordance with Section 3.10, as it may be adjusted pro rata or   otherwise further to an assignment or otherwise.
    
	
 
    	
 
    	
 
    
	
1.1.116
    	
 
    	
“Facility A Credit”   means the committed revolving credit facility in the maximum amount of SIX   HUNDRED TWENTY-EIGHT MILLION CDOLLARS (C$628,000,000), as such maximum amount   may be reduced or increased from time to time pursuant to the terms hereof,   which the Lenders will make available to the Canadian Borrower pursuant to,   and in accordance with the terms of, ARTICLE 3 and the other provisions   of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.117
    	
 
    	
“Facility A Letter of   Credit” means a financial letter of credit or guarantee   denominated in CDollars or USDollars, having a term of up to 365 days and an   expiry date not later than the Facility A Maturity Date, issued by the   Issuing Bank pursuant to Facility A Credit in accordance with Sections 10.1.1   and 10.7 for the account of the Canadian Borrower (a) in which the   Lenders under Facility A Credit participate pursuant to Section 10.2,   (b) which is (i) a standby letter of credit or letter of guarantee,   or (ii) a commercial letter of credit, in favour of a seller of goods,   for the purchase of goods in the ordinary course of business of an Obligor,   excluding for the purpose of guaranteeing obligations of any Person other   than an Obligor or Person that is the subject of a pending Permitted   Acquisition, and (c) which may, at the request of the Canadian Borrower,   be issued on behalf of a Person that is the subject of a pending Permitted   Acquisition.
    
	
 
    	
 
    	
 
    
	
1.1.118
    	
 
    	
“Facility A Loan”   means the aggregate amount of (a) the amount of all Facility A Advances   outstanding at such time in CDollars by way of Canadian Rate Loan, plus   (b) to the extent not included in paragraph (a) of this   Section 1.1.118, the face amount of all Bankers’ Acceptances which have   been accepted by a Lender under the Facility A Credit, prior to their   respective maturity dates, plus (c) the Equivalent Amount in   CDollars of the aggregate amount in USDollars outstanding by way of US Base   Rate Loan and LIBO Rate Loan under Facility A Credit, plus   (d) the Letter of Credit Exposure in respect of all Facility A Letters   of Credit at such time.
    
	
 
    	
 
    	
 
    
	
1.1.119
    	
 
    	
“Facility A Maturity Date”   means the Facility A Termination Date.
    
	
 
    	
 
    	
 
    
	
1.1.120
    	
 
    	
“Facility A Participation”   of a Lender means the percentage of the Facility A Total Commitment,   excluding the Swingline Limit, indicated opposite its name in Schedule 1.1.62 with respect to its Facility A Commitment,   as it may be adjusted pro rata or otherwise further to an assignment or   otherwise or, as the context requires, the amount of such Facility A   Participation in any Facility A Advance or in any repayment thereof, provided   that any Bankers’ Acceptances or LIBO Rate Loans outstanding on the Closing   Date shall be excluded from the calculation of a Facility A Participation of   a Lender until the applicable Conversion Date, Rollover Date or maturity   thereof, as applicable.
    
	
 
    	
 
    	
 
    
	
1.1.121
    	
 
    	
“Facility A Termination   Date” means, at any time, the last day of the Facility A   Availability Period.
    


 

29











 

	
1.1.122
    	
 
    	
“Facility A Total   Commitment” means at any time the aggregate of the Facility A   Commitments of all the Lenders, less any amount by which it shall have been   cancelled, terminated or reduced pursuant to this Agreement plus any amount   by which it has been increased pursuant to an Accordion Notice in accordance   with Section 3.10 of this Agreement. For the purpose of the calculation   set forth in Section 3.9.2, the Facility A Total Commitment shall be   deemed to include the Swingline Limit.
    
	
 
    	
 
    	
 
    
	
1.1.123
    	
 
    	
“Facility B Advance”   means the issuance (including the renewal or extension) of a Facility B   Letter of Credit pursuant to ARTICLE 10.
    
	
 
    	
 
    	
 
    
	
1.1.124
    	
 
    	
“Facility B Availability Period”   means the period commencing on the date of this Agreement and ending on   August 2, 2023.
    
	
 
    	
 
    	
 
    
	
1.1.125
    	
 
    	
“Facility B Available   Commitment” means at any time, with respect to all the Lenders,   the amount at such time of the Facility B Total Commitment less the amount of   the Facility B Loan at such time; and with respect to any one Lender, the   amount of the Facility B Available Commitment multiplied by the Facility B   Participation of such Lender.
    
	
 
    	
 
    	
 
    
	
1.1.126
    	
 
    	
“Facility B Commitment”   in relation to a Lender and Facility B Credit, means at any time the amount   set opposite its name in Schedule 1.1.62   in respect of Facility B Commitment less any amount by which it has been   cancelled, terminated or reduced in accordance with this Agreement, as it may   be adjusted pro rata or otherwise further to an assignment or otherwise, or,   to the extent expressly permitted by this Agreement, the Equivalent Amount   thereof in an another currency.
    
	
 
    	
 
    	
 
    
	
1.1.127
    	
 
    	
“Facility B Credit”   means the committed revolving performance letter of credit facility in the   maximum amount of EIGHTY MILLION CDOLLARS (C$80,000,000) or, to the extent   expressly permitted by this Agreement, the Equivalent Amount thereof in   another currency acceptable to the Issuing Bank which the Lenders will make available   to the Canadian Borrower pursuant to, and in accordance with the terms of,   ARTICLE 4 and other provisions of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.128
    	
 
    	
“Facility B Letter of   Credit” means a performance letter of credit or guarantee   denominated in CDollars or USDollars, having a term of up to 365 days and an   expiry date not later than the Facility B Maturity Date, issued by the   Issuing Bank pursuant to Facility B Credit in accordance with Sections 10.1.2   and 10.7 for the account of the Canadian Borrower (a) in which the   Lenders under Facility B Credit participate pursuant to Section 10.2,   (b) which is a standby letter of credit or letter of guarantee in   respect of obligations of an Obligor or of a Person that is the subject of a   pending Permitted Acquisition, in each case incurred pursuant to contracts to   which such Obligor or such Person is or proposes to become a party in the   ordinary course of its business or in respect of other lawful obligations of   such Obligor or such Person in the ordinary course of its business, and   (c) which may, at the request of the Canadian Borrower, be issued on   behalf of a Person that is the subject of a pending Permitted Acquisition.
    


 

30











 

	
1.1.129
    	
 
    	
“Facility B Loan”   means, at any time, the aggregate amount of the Letter of Credit Exposure in   respect of all Facility B Letters of Credit at such time.
    
	
 
    	
 
    	
 
    
	
1.1.130
    	
 
    	
“Facility B Maturity Date”   means the Facility B Termination Date.
    
	
 
    	
 
    	
 
    
	
1.1.131
    	
 
    	
“Facility B Participation”   of a Lender means the percentage of the Facility B Total Commitment indicated   opposite its name in Schedule 1.1.62   in respect of Facility B Credit, as it may be adjusted pro rata or otherwise   further to an assignment or otherwise or, as the context requires, the amount   of such Facility B Participation in any Facility B Advance or in any   repayment thereof.
    
	
 
    	
 
    	
 
    
	
1.1.132
    	
 
    	
“Facility B Termination   Date” means, at any time, the last day of the Facility B   Availability Period.
    
	
 
    	
 
    	
 
    
	
1.1.133
    	
 
    	
“Facility B Total Commitment”   means, at any time, the aggregate of the Facility B Commitments of all the   Lenders, less any amount by which it shall have been cancelled, terminated or   reduced pursuant to this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.134
    	
 
    	
“Facility C Advance”   means a direct advance by BMO to the US Borrower by way of US Prime Rate   Advance or LIBO Rate Advance pursuant to Section 5.2.1.
    
	
 
    	
 
    	
 
    
	
1.1.135
    	
 
    	
“Facility C Available   Commitment” except for the purposes of Section 8.12.2, means   at any time, with respect to BMO, the amount at such time of the Facility C   Total Commitment less the amount of the Facility C Loan at such time.
    
	
 
    	
 
    	
 
    
	
1.1.136
    	
 
    	
“Facility C Availability   Period” means the period commencing on the date of this Agreement   and ending on August 2, 2023.
    
	
 
    	
 
    	
 
    
	
1.1.137
    	
 
    	
“Facility C Commitment”   means at any time the amount set opposite BMO’s name in Schedule 1.1.62   in respect of Facility C Commitment less any amount by which it   has been cancelled, terminated or reduced in accordance with this Agreement,   as it may be adjusted pro rata or otherwise further to an assignment or   otherwise.
    
	
 
    	
 
    	
 
    
	
1.1.138
    	
 
    	
“Facility C Credit”   means the committed revolving credit facility in the maximum amount of TWENTY   MILLION USDOLLARS (US$20,000,000), as such maximum amount may be reduced from   time to time pursuant to the terms hereof, which BMO will make available to   the US Borrower pursuant to, and in accordance with the terms of,   ARTICLE 5 and the other provisions of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.139
    	
 
    	
“Facility C Loan”   means the aggregate amount of all Facility C Advances outstanding at such   time in USDollars by way of US Prime Rate Loan and LIBO Rate Loan under   Facility C Credit.
    
	
 
    	
 
    	
 
    
	
1.1.140
    	
 
    	
“Facility C Maturity Date”   means the Facility C Termination Date.
    
	
 
    	
 
    	
 
    
	
1.1.141
    	
 
    	
“Facility C Participation”   means the percentage of the Facility C Total Commitment indicated opposite   BMO’s name in Schedule 1.1.62 with respect to   its Facility C Commitment, as it may be adjusted pro rata or otherwise   further to an assignment or otherwise or, as the context requires, the amount   of
    


 

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such Facility C Participation in any Facility C   Advance or in any repayment thereof.
    
	
 
    	
 
    	
 
    
	
1.1.142
    	
 
    	
“Facility C Termination   Date” means, at any time, the last day of the Facility C   Availability Period.
    
	
 
    	
 
    	
 
    
	
1.1.143
    	
 
    	
“Facility C Total   Commitment” means at any time the aggregate of the Facility C   Commitments of BMO, less any amount by which it shall have been cancelled,   terminated or reduced pursuant to this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.144
    	
 
    	
“Facility D Advance”   means a direct advance by a Lender to the US Borrower by way of US Prime Rate   Advance or LIBO Rate Advance pursuant to Section 6.2.1.
    
	
 
    	
 
    	
 
    
	
1.1.145
    	
 
    	
“Facility D Available   Commitment” except for the purposes of Section 8.12.3, means   at any time, with respect to all the Lenders, the amount at such time of the   Facility D Total Commitment less the amount of the Facility D Loan at such   time; and with respect to any one Lender, the amount of the Facility D Available   Commitment multiplied by the Facility D Participation of such Lender.
    
	
 
    	
 
    	
 
    
	
1.1.146
    	
 
    	
“Facility D Availability   Period” means the period commencing on the date of this Agreement   and ending on August 2, 2023.
    
	
 
    	
 
    	
 
    
	
1.1.147
    	
 
    	
“Facility D Commitment”   in relation to a Lender means at any time the amount set opposite its name in   Schedule 1.1.62 in respect of   Facility D Commitment less any amount by which it has been cancelled,   terminated or reduced in accordance with this Agreement, as it may be adjusted   pro rata or otherwise further to an assignment or otherwise.
    
	
 
    	
 
    	
 
    
	
1.1.148
    	
 
    	
“Facility D Credit”   means the committed revolving credit facility in the maximum amount of TWENTY   MILLION USDOLLARS (US$20,000,000), as such maximum amount may be reduced from   time to time pursuant to the terms hereof, which the Lenders will make   available to the US Borrower pursuant to, and in accordance with the terms   of, ARTICLE 6 and the other provisions of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.149
    	
 
    	
“Facility D Loan”   means the aggregate amount of all Facility D Advances outstanding at such   time in USDollars by way of US Prime Rate Loan and LIBO Rate Loan under   Facility D Credit.
    
	
 
    	
 
    	
 
    
	
1.1.150
    	
 
    	
“Facility D Maturity Date”   means the Facility D Termination Date.
    
	
 
    	
 
    	
 
    
	
1.1.151
    	
 
    	
“Facility D Participation”   of a Lender means the percentage of the Facility D Total Commitment indicated   opposite its name in Schedule 1.1.62   with respect to its Facility D Commitment, as it may be adjusted pro rata or   otherwise further to an assignment or otherwise or, as the context requires,   the amount of such Facility D Participation in any Facility D Advance or in   any repayment thereof.
    
	
 
    	
 
    	
 
    
	
1.1.152
    	
 
    	
“Facility D Termination   Date” means, at any time, the last day of the Facility D   Availability Period.
    


 

32











 

	
1.1.153
    	
 
    	
“Facility D Total   Commitment” means at any time the aggregate of the Facility D   Commitments of all the Lenders, less any amount by which it shall have been   cancelled, terminated or reduced pursuant to this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.154
    	
 
    	
“FATCA” means   Section 1471 through Section 1474 of the Code as in effect on the   date hereof or any amended or successor provision that is substantively   comparable and not materially more onerous to comply with any current or   future regulations promulgated thereunder or official interpretations   thereof, any agreements entered into pursuant to current   Section 1471(b)(1) of the Code (or any amended or successor   provision described above) and any intergovernmental agreement with   implementing the foregoing) and any law, regulation or practice adopted   pursuant to any such intergovernmental agreement.
    
	
 
    	
 
    	
 
    
	
1.1.155
    	
 
    	
“FCPA” means   the United States Foreign Corrupt Practices Act of 1977 (Pub. L.   No. 95213, §§ 101.104), as amended.
    
	
 
    	
 
    	
 
    
	
1.1.156
    	
 
    	
“Fee Letter”   means the fee letter issued by BMO and accepted by the Canadian Borrower on   or about February 7, 2019, as it may be amended, supplemented or   restated from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.157
    	
 
    	
“Financial Covenant”   shall have the meaning ascribed to such term in Section 13.2.2.
    
	
 
    	
 
    	
 
    
	
1.1.158
    	
 
    	
“Financial Lease”   means a lease of an asset providing the right of use of such asset, that has   the economic characteristics of asset ownership, with a term of not less than   75% of the asset’s useful life, the present value of lease payments   thereunder must be not less than 90% of the asset’s market value at the time   of entering into the lease and the lessee must acquire, or have the right to   acquire, ownership of the asset at the end of the lease term.
    
	
 
    	
 
    	
 
    
	
1.1.159
    	
 
    	
“Financial Lease   Obligation” means, as to any Person, the obligations of such   Person under a Financial Lease, provided that the amount of such obligations   shall be the capitalized amount thereof, determined in accordance with   Applicable Accounting Principles.
    
	
 
    	
 
    	
 
    
	
1.1.160
    	
 
    	
“First Lien Intercreditor   Agreement” means the first lien intercreditor agreement dated   September 30, 2016 among the Canadian Borrower, the Guarantors, the   Administrative Agent and the administrative agent under the Term Loan   Agreement as such agreement may be amended, restated, supplemented, amended   and restated or otherwise modified from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.161
    	
 
    	
“Foreign Lender”   means any Lender that is not organized under the laws of the jurisdiction in   which the Canadian 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 Canadian 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
    


 

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United States of America, each State thereof and the   District of Columbia shall be deemed to constitute a single jurisdiction.
    
	
 
    	
 
    	
 
    
	
1.1.162
    	
 
    	
“Foreign Plan”   means any retirement benefit or pension plan maintained or contributed to by,   or entered into with, the Canadian Borrower or any Restricted Subsidiary with   respect to any employees employed outside the United States or Canada other   than a retirement benefit or pension plan maintained exclusively by a   Governmental Authority.
    
	
 
    	
 
    	
 
    
	
1.1.163
    	
 
    	
“Former Lender”   means a Lender under the Third ARCA or Fourth ARCA that is not a Lender as of   the Closing Date.
    
	
 
    	
 
    	
 
    
	
1.1.164
    	
 
    	
“Fourth ARCA”   shall have the meaning ascribed to such term in the recitals.
    
	
 
    	
 
    	
 
    
	
1.1.165
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.166
    	
 
    	
“GAAP” means,   at the option of the Canadian Borrower, (i) IFRS or (ii) Canadian   accounting standards for private enterprises, in each case as in effect from   time to time in Canada, applicable to the relevant period, applied in a   consistent manner from period to period.
    
	
 
    	
 
    	
 
    
	
1.1.167
    	
 
    	
“Governmental Authority”   means the government of Canada or the United States 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 a Minister of the Crown, Superintendent of Financial   Institutions or other comparable authority or agency.
    
	
 
    	
 
    	
 
    
	
1.1.168
    	
 
    	
“Group” means   the Canadian Borrower and its Restricted Subsidiaries from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.169
    	
 
    	
“Guarantees”   means, with respect to any Person, any debt of another Person which such   guaranteeing Person has guaranteed or in respect of which such guaranteeing   Person is liable, contingently or otherwise, including, without limitation,   liable by way of agreement to purchase property or services which amounts to   indirectly guaranteeing such other Person’s obligations, to provide funds for   payment, to supply funds to or otherwise invest in or lend to such other   Person, or otherwise to assure a creditor of such other Person against loss,   other than endorsements for collection or deposit in the ordinary course of   business. The amount of any Guarantee shall be deemed to be the maximum   amount for which such guaranteeing Person may be liable pursuant to the terms   of the instrument embodying such Guarantee, unless such primary obligation   and the maximum amount for which such guaranteeing Person may be liable are   not stated or determinable, in which case the amount of such Guarantee shall   be such guaranteeing Person’s maximum reasonably
    


 

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anticipated liability in respect thereof as   determined by the Administrative Agent, in good faith.
    
	
 
    	
 
    	
 
    
	
1.1.170
    	
 
    	
“Guarantors”   means collectively (i) each Person named on Schedule   1.1.170, (ii) each other Person who shall become a Guarantor   in accordance with the provisions of this Agreement, (iii) the Canadian   Borrower with respect to its Guarantee of the Obligations of the US Borrower,   and (iv) any successor of any Guarantor and including any corporation   resulting from the amalgamation or merger of a corporate Guarantor with any   Person.
    
	
 
    	
 
    	
 
    
	
1.1.171
    	
 
    	
“Hazardous Materials” means:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.171.1
    	
any petroleum or petroleum products, radioactive   materials, asbestos in any form that is or could become friable, urea   formaldehyde foam insulation, transformers or other equipment that contains   dielectric fluid containing levels of polychlorinated biphenyls, and radon   gas;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.171.2
    	
any chemicals, materials or substances defined as or   included in the definition of “hazardous substances”, “hazardous waste”,   “hazardous materials”, “extremely hazardous waste”, “restricted hazardous   waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or   “pollutants”, or words of similar import, under any applicable Environmental   Law; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.171.3
    	
any other chemical, material or substance, exposure   to which is prohibited, limited or regulated by any Governmental Authority.
    
	
 
    	
 
    	
 
    
	
1.1.172
    	
 
    	
“Hedge Provider”   means, at any time and in respect of any Permitted Hedging Agreement, the   counterparty party to such Permitted Hedging Agreement at such time with any   member of the Group.
    
	
 
    	
 
    	
 
    
	
1.1.173
    	
 
    	
“Hedging Agreement”   means any currency or interest rate swap agreement, spot, future, forward or   other foreign exchange arrangement, rate cap, rate floor or forward rate   agreement or other rate protection transaction, repurchase or reverse   repurchase agreement, commodity option or any derivative, combination or   option in respect of, or agreement similar to, any of the foregoing.
    
	
 
    	
 
    	
 
    
	
1.1.174
    	
 
    	
“High Yield Notes”   means, collectively, the US$2017 High Yield Notes, the US$February 2018   High Yield Notes, the US$May 2018 High Yield Notes and any other high   yield notes permitted to be incurred in compliance with the provisions of   Section 13.3.1.14 of this Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.175
    	
 
    	
“Holdco” means   GFL Environmental Holdings Inc.
    
	
 
    	
 
    	
 
    
	
1.1.176
    	
 
    	
“IFRS”   International Financing Reporting Standards in effect from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.177
    	
 
    	
“Immaterial Subsidiaries”   means any Restricted Subsidiary with respect to which, as of the last day of   the most recently ended applicable test period on or prior to the date of   determination, Adjusted EBITDA or Consolidated Total
    


 

35











 

	
 
    	
 
    	
Assets attributable to such Restricted Subsidiary   for the period of four consecutive fiscal quarters ending on such date does   not exceed 2.5% of the Adjusted EBITDA or Consolidated Total Assets of the   Canadian Borrower and the Restricted Subsidiaries for such period; provided   that if the aggregate Adjusted EBITDA or Consolidated Total Assets   attributable to Restricted Subsidiaries that are Immaterial Subsidiaries   shall exceed 5.0% of Adjusted EBITDA or Consolidated Total Assets of the   Canadian Borrower and its Restricted Subsidiaries for such four-quarter   period, then the Canadian Borrower shall re-designate one or more of such   Restricted Subsidiaries to not be Immaterial Subsidiaries within twenty (20)   Business Days after delivery of the Compliance Certificate for such fiscal   quarter such that only Restricted Subsidiaries as shall then have aggregate   Adjusted EBITDA and or Consolidated Total Assets of 5.0% or less of the   Adjusted EBITDA and Consolidated Total Assets of the Canadian Borrower and   the Restricted Subsidiaries shall constitute Immaterial Subsidiaries.
    
	
 
    	
 
    	
 
    
	
1.1.178
    	
 
    	
“Indebtedness”   means, in respect of any Obligor, without duplication (in   each case, whether such obligation is with full or limited recourse):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.1
    	
any obligation of such Obligor for borrowed money;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.2
    	
any obligation of such Obligor evidenced by a bond,   debenture, note or other similar instrument;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.3
    	
any obligation of such Obligor to pay the deferred   purchase price of property or services, including without limitation any   account payables but excluding any earnout payment or similar type of payment   in connection with a Permitted Acquisition;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.4
    	
Financial Lease Obligations of such Obligor;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.5
    	
any obligation of such Obligor to reimburse any   other Person in respect of amounts drawn or drawable under any letter of   credit or other guarantee or surety or similar bond or under any bankers’ or   trade acceptance issued or accepted by such other Person, whether contingent   or non-contingent;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.6
    	
all obligations of such Obligor to purchase, redeem,   retire, decrease or otherwise make any payment in respect of any Equity   Interests of or other ownership or profit interest in such Obligor or any   other Person, valued, in the case of redeemable preferred stock, at the   greater of its voluntary liquidation preference plus accrued and unpaid   dividends;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.7
    	
any obligation of such Obligor to purchase   securities or other property that arises out of or in connection with the   sale of the same or substantially similar securities or property;
    


 

36











 

	
 
    	
 
    	
1.1.178.8
    	
any indebtedness of others secured by a Lien on any   Asset of such Obligor, including Purchase Money Mortgages;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.9
    	
any indebtedness of others guaranteed by such   Obligor;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.10
    	
all obligations and liabilities of such Obligor in   respect of “Specified Transactions” (as such term is defined in the 2002   Master Agreement published by the International Swaps and Derivatives   Association, Inc.), including without limitation, the Permitted Hedging   Agreements; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.178.11
    	
all obligations of such Obligor under Other Leases.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.179
    	
 
    	
“Indemnified Taxes”   means Taxes other than Excluded Taxes.
    
	
 
    	
 
    	
 
    
	
1.1.180
    	
 
    	
“Intercreditor Agreement”   means the second amended and restated intercreditor agreement dated   August 2, 2018 between the Canadian Borrower, the US Borrower, the   Guarantors, the Administrative Agent, the Lenders and the Hedge Providers.
    
	
 
    	
 
    	
 
    
	
1.1.181
    	
 
    	
“Interest Bearing Debt”   of the Canadian Borrower shall include, on a consolidated basis:   (i) obligations of the Canadian Borrower and its Restricted Subsidiaries   for borrowed money in respect of which the principal bears interest;   (ii) indemnity or reimbursement obligations to financial institutions   and bonding companies who issued letters of credit or letters of guarantee   and surety and similar bonds for the account of the Canadian Borrower or any   of its Restricted Subsidiaries, other than such obligations in respect of   undrawn letters of credit or letters of guarantee and surety and similar   bonds; (iii) obligations secured by Purchase Money Mortgage or   obligations representing the deferred purchase price of property or services   acquired by the Canadian Borrower or any of its Restricted Subsidiaries,   other than trade accounts payable by the Canadian Borrower or any of its   Restricted Subsidiaries arising in the ordinary course of business,   (iv) obligations of the Canadian Borrower or any of its Restricted   Subsidiaries under bankers’ acceptances, depository bills or depository notes   (as these latter two expressions are defined in the DBNA), (v) Financial   Lease Obligations of the Canadian Borrower or any of its Restricted   Subsidiaries; (vi) obligations of the Canadian Borrower or any of its   Restricted Subsidiaries under Other Leases; (vii) obligations of the   Canadian Borrower or any of its Restricted Subsidiaries evidenced by bonds,   debentures or promissory notes; and (viii) the maximum fixed redemption   or repurchase price of redeemable Equity Interests of the Canadian Borrower   which is redeemable at the option of the holder thereof, is redeemable on a fixed   date or is redeemable during fixed intervals, in each case prior to the   Maturity Date, but excluding short term non-interest bearing   liabilities and future income taxes (both current and long term), in each   case all as is required to be disclosed in the financial statements or notes   thereto of the Canadian Borrower or any of its Restricted Subsidiaries in   accordance with Applicable Accounting Principles. Interest Bearing Debt shall   be determined
    


 

37











 

	
 
    	
 
    	
for the Canadian Borrower on a consolidated basis by   reference to the Canadian Borrower and all of its Restricted Subsidiaries.
    
	
 
    	
 
    	
 
    
	
1.1.182
    	
 
    	
“Interest Payment Date”   means (a) in respect of a Canadian Rate Loan, a US Base Rate Loan and a   US Prime Rate Loan, the last day of each and every month; and (b) in   respect of a LIBO Rate Loan, for each LIBO Rate Loan Portion, the date   falling on the last day of each Interest Period applicable to such LIBO Rate   Loan and, if the applicable Interest Period is longer than 3 months, the date   falling every 3 months after the beginning of the Interest Period and the   last day of the Interest Period, (c) in respect of Facility A   Credit, the Facility A Maturity Date, (d) in respect of Facility C   Credit, the Facility C Maturity Date, and (e) in respect of Facility D   Credit, the Facility D Maturity Date.
    
	
 
    	
 
    	
 
    
	
1.1.183
    	
 
    	
“Interest Period”   for each LIBO Rate Loan Portion means (a) the first period of one month,   two months, three months or six months selected by the Borrower and notified   to the Administrative Agent in accordance with Section 8.8, which period   shall commence on the Drawdown Date, Conversion Date or Rollover Date, as the   case may be, of such LIBO Rate Loan Portion, and (b) each of the successive   periods of one month, two months, three months or six months in respect of   such LIBO Rate Loan Portion selected by the Borrower and notified to the   Administrative Agent in accordance with Section 8.8, each of which shall   commence on the last day of the immediately preceding Interest Period in   respect of such LIBO Rate Loan Portion.
    
	
 
    	
 
    	
 
    
	
1.1.184
    	
 
    	
“IP Rights”   shall have the meaning ascribed to such term in Section 2.1.13.
    
	
 
    	
 
    	
 
    
	
1.1.185
    	
 
    	
“IRS” means   the Internal Revenue Service of the United States.
    
	
 
    	
 
    	
 
    
	
1.1.186
    	
 
    	
“ISDA Master Agreement”   means the applicable standard Master Agreement of the International Swap and   Derivatives Association, Inc. in effect from time to time and includes   all its schedules, credit support annexes and all confirmations documented   pursuant thereto.
    
	
 
    	
 
    	
 
    
	
1.1.187
    	
 
    	
“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” include the   Issuing Bank. BMO is an Issuing Bank. Barclays Bank PLC is an Issuing Bank   solely under the Facility A Credit, provided that Barclays Bank PLC issues   standby letters of credit only.
    
	
 
    	
 
    	
 
    
	
1.1.188
    	
 
    	
“ITA” means   the Income Tax Act (Canada) and the regulations promulgated thereunder, as   amended from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.189
    	
 
    	
“Joint Venture”   means (a) any Person which would constitute an “equity method investee”   of the Canadian Borrower or any of the Restricted Subsidiaries and   (b) any Person in whom the Canadian Borrower or any of the Restricted   Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.
    


 

38









 

	
1.1.190
    	
 
    	
“LCA Election”   shall have the meaning ascribed to such term in 1.15.
    
	
 
    	
 
    	
 
    
	
1.1.191
    	
 
    	
“LCA Test Date”   shall have the meaning ascribed to such term in 1.15.
    
	
 
    	
 
    	
 
    
	
1.1.192
    	
 
    	
“Lender’s Proportionate   Share” means, in respect of each Lender at any time:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.1
    	
prior to the Administrative Agent making a   declaration under Section 15.2, in the case of any determination to be   made with respect to the Facility A Credit, the proportion that its   Facility A Commitment at such time bears to the Facility A Total   Commitment at such time, but in each case excluding the Swingline Limit;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.2
    	
prior to the Administrative Agent making a   declaration under Section 15.2, in the case of any determination to be   made with respect to the Facility B Credit, the proportion that its   Facility B Commitment at such time bears to the Facility B Total   Commitment at such time;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.3
    	
prior to the Administrative Agent making a declaration   under Section 15.2, in the case of any determination to be made with   respect to the Facility C Credit, the proportion that its   Facility C Commitment at such time bears to the Facility C Total   Commitment at such time;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.4
    	
prior to the Administrative Agent making a   declaration under Section 15.2, in the case of any determination to be   made with respect to the Facility D Credit, the proportion that its   Facility D Commitment at such time bears to the Facility D Total   Commitment at such time;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.5
    	
prior to the Administrative Agent making a   declaration under Section 15.2, in the case of any determination to be   made with respect to any other amounts to be advanced or received hereunder,   the proportion that its Commitment at such time bears to the Total Commitment   at such time; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.192.6
    	
after the   Administrative Agent makes a declaration under Section 15.2, in the case   of any determination to be made hereunder, the proportion that the   Obligations owing to each Lender bears to all Obligations;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
and the terms “rateable”   and “rateably” shall have the   corresponding meanings.
    
	
 
    	
 
    	
 
    
	
1.1.193
    	
 
    	
“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 and “Lender” means any one of them.   When used in connection with “Hedging Agreements”, the term “Lender” shall   include Affiliate of a Lender. When used in connection with the Guarantees or   the Security
    


 

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Documents, the term “Lender” shall include   counterparty to a Hedging Agreement, provided that the counterparty was a   Lender or an Affiliate of a Lender at the time such Hedging Agreement was   entered into. For greater certainty, without limiting the generality of the   foregoing, the term “Lenders” includes BMO, in its capacity as Issuing Bank   and Swingline Lender.
    
	
 
    	
 
    	
 
    
	
1.1.194
    	
 
    	
“Lenders’ Counsel”   means Davies Ward Phillips & Vineberg LLP and, in respect of any   jurisdiction other than Ontario, Alberta and British Columbia, such other   counsel in such jurisdiction as may be retained as counsel by or on behalf of   the Administrative Agent and the Lenders.
    
	
 
    	
 
    	
 
    
	
1.1.195
    	
 
    	
“Letter of Credit”   means either a Facility A Letter of Credit or a Facility B Letter of   Credit, which is outstanding from time to time; and “Letters of   Credit” means collectively the Facility A Letters of Credit and   the Facility B Letters of Credit which are outstanding from time to time.
    
	
 
    	
 
    	
 
    
	
1.1.196
    	
 
    	
“Letter of Credit   Application” has the meaning ascribed to such term in   Section 10.7.1.
    
	
 
    	
 
    	
 
    
	
1.1.197
    	
 
    	
“Letter of Credit   Commission” means the letter of credit commission payable pursuant   to Section 10.9.1.
    
	
 
    	
 
    	
 
    
	
1.1.198
    	
 
    	
“Letter of Credit   Exposure” means:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.198.1
    	
at a particular time in respect of Facility A   Letters of Credit, the sum of (i) the undrawn and unexpired aggregate   amount of all Facility A Letters of Credit outstanding in CDollars plus the   Equivalent Amount in CDollars of all Facility A Letters of Credit outstanding   in USDollars; and (ii) the aggregate amount of drawings under the   Facility A Letters of Credit in CDollars plus the Equivalent Amount in   CDollars of drawings under the Facility A Letters of Credit in USDollars   which have not been reimbursed pursuant to Section 10.8.2; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.198.2
    	
at a particular time in respect of Facility B   Letters of Credit, the sum of (i) the undrawn and unexpired aggregate   amount of all Facility B Letters of Credit outstanding in CDollars plus the   Equivalent Amount in CDollars of all Facility B Letters of Credit outstanding   in USDollars; and (ii) the aggregate amount of drawings under the Facility   B Letters of Credit in CDollars plus the Equivalent Amount in CDollars of   drawings under the Facility B Letters of Credit in USDollars which have not   been reimbursed pursuant to Section 10.8.2.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.199
    	
 
    	
“LIBO Rate”   means, with respect to a LIBO Rate Loan Portion during the relevant Interest   Period and with respect to the definition of US Base Rate:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.199.1
    	
the rate of interest per annum (expressed on the   basis of a 360-day year) determined by the Administrative Agent by reference   to the rates quoted on the Reuters Monitor Screen LIBORO1 page (or any   successor source from time to time) as being the arithmetic
    


 

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average of the rates offered in London, England by   reference banks shown on such screen as of 11:00 a.m. (London, England   time) two Business Days before the first day of such Interest Period to make   deposits with leading banks in the London Interbank Offer Rate market in the   currency of such LIBO Rate Advance for a period comparable to such Interest   Period, and if different rates are quoted for deposits in varying amounts, in   the amount which is closest to such LIBO Rate Loan Portion; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.199.2
    	
if for any reason the Reuters Monitor Screen LIBORO1   page is not available in respect of the relevant Interest Period, “LIBO Rate” for such LIBO Rate Loan Portion during the   relevant Interest Period shall mean the annual rate of interest (expressed on   the basis of a year of 360 days) determined by the Administrative Agent as   being the rate of interest at which the Administrative Agent, in accordance   with its normal practices, would be prepared to offer to leading banks in the   London Interbank Offer Rate market for delivery on the first day of the   relative Interest Period for a period equal to such Interest Period based on   the number of days comprised therein, deposits in USDollars of amounts   comparable to such LIBO Rate Loan Portion to be outstanding under this   Agreement during such Interest Period, at or about 11:00 a.m. (London,   England time);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
provided that if the LIBO Rate at any time   calculated in accordance with the foregoing would be less than 0%, the LIBO   Rate shall be deemed to be 0% for the purposes of this Agreement.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.200
    	
 
    	
“LIBO Rate Advance”   means an advance in USDollars to which LIBO Rate (plus the Applicable Margin)   is applicable pursuant to Section 3.2, Section 5.2 or   Section 6.2.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.201
    	
 
    	
“LIBO Rate Loan”   means at any given time during the term of this Agreement the Loan, or that   portion of the Loan, which the Borrower has elected, in accordance with this   Agreement, to denominate in USDollars and upon which interest is payable at   LIBO Rate (plus the Applicable Margin).
    
	
 
    	
 
    	
 
    
	
1.1.202
    	
 
    	
“LIBO Rate Loan Portion”   means the amount of the LIBO Rate Loan or any portion of the LIBO Rate Loan   in respect of which the Borrower has selected an Interest Period or Interest   Periods commencing on the same date and having the same duration.
    
	
 
    	
 
    	
 
    
	
1.1.203
    	
 
    	
“Libor Replacement Event”   has the meaning set out in Section 17.6.
    
	
 
    	
 
    	
 
    
	
1.1.204
    	
 
    	
“Libor Successor Rate”   has the meaning set out in Section 17.6.
    
	
 
    	
 
    	
 
    
	
1.1.205
    	
 
    	
“Lien” means a   mortgage, hypothec, legal hypothec, prior claim, pledge, lien, charge or   encumbrance, whether fixed or floating, on, or any security interest in any   property, whether immovable or real, movable or personal, or mixed, tangible   or intangible or a pledge or hypothecation thereof or trust or presumed trust   or any other mechanism or right benefiting the holder thereof or any
    


 

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conditional sale agreement or other title retention   agreement or equipment trust relating thereto or any Financial Lease.
    
	
 
    	
 
    	
 
    
	
1.1.206
    	
 
    	
“Limited Condition   Transaction” means any Permitted Acquisition or Investment   permitted by this Agreement, in each case whose consummation is not   conditioned on the availability of, or on obtaining, third party financing.
    
	
 
    	
 
    	
 
    
	
1.1.207
    	
 
    	
“Loan” means   at any time the aggregate of the Facility A Loan, the Facility B   Loan, the Facility C Loan, the Facility D Loan and, unless the context   otherwise requires or already included in the Facility A Loan, the Swingline   Loan, at such time.
    
	
 
    	
 
    	
 
    
	
1.1.208
    	
 
    	
“Loan Documents”   means, collectively, this Agreement, the Security Documents, the Letter of   Credit Applications, the Permitted Hedging Agreements, the Fee Letter, the   Intercreditor Agreement, the First Lien Intercreditor Agreement, the Secured   Cash Management Agreements and all other documents, instruments and   agreements (including without limitation any Guarantee) executed and   delivered by any Obligor in connection directly or indirectly with this   Agreement, any Borrowing, the Bank Products or otherwise referred to or   contemplated under or by this Agreement or any such documents, instruments or   agreements.
    
	
 
    	
 
    	
 
    
	
1.1.209
    	
 
    	
“Management Equityholders”   means any of (i) any current or former director, officer, employee or   member of management of the Canadian Borrower or any of its Subsidiaries or   any direct or indirect parent thereof who, at any time, is an investor in the   Canadian Borrower, Holdco or any direct or indirect parent thereof,   (ii) any trust, partnership, limited liability company, corporate body   or other entity established by any such director, officer, employee or member   of management of the Canadian Borrower or any of its Subsidiaries (or by any   Person described in the succeeding clauses (iii) and (iv), as   applicable) to hold an investment in the Canadian Borrower or any direct or   indirect parent thereof in connection with such Person’s estate or tax   planning, (iii) any spouse, parents or grandparents of any such   director, officer, employee or member of management of the Canadian Borrower   or any of its Subsidiaries and any and all descendants of the foregoing, together   with any spouse of any of the foregoing Persons, who are transferred an   investment in the Canadian Borrower, Holdco or any direct or indirect parent   thereof by any such director, officer, employee or member of management of   the Canadian Borrower or any of its Subsidiaries in connection with such   Person’s estate or tax planning and (iv) any Person who acquires an   investment in the Canadian Borrower, Holdco or any direct or indirect parent   thereof by will or by the Applicable Laws of intestate succession as a result   of the death of an employee of the Canadian Borrower or any of its   Subsidiaries.
    
	
 
    	
 
    	
 
    
	
1.1.210
    	
 
    	
“Margin Stock”   has the meaning set forth in Regulation U of the FRB, or any successor   thereto.
    
	
 
    	
 
    	
 
    
	
1.1.211
    	
 
    	
“Material Adverse Effect”   means a change or changes in or effect(s) on, either individually or in   the aggregate, the business, assets, liabilities, financial position or   operating results of the Group taken as a whole, which materially
    


 

42











 

	
 
    	
 
    	
adversely affect(s) or could reasonably be   expected to materially adversely affect the ability of any Obligor to perform   its material obligations under this Agreement and the other Loan Documents in   accordance with the respective terms thereof or the validity or   enforceability of any of this Agreement or the other Loan Documents.
    
	
 
    	
 
    	
 
    
	
1.1.212
    	
 
    	
“Material Contract”   means (i) on the Closing Date, the contracts listed in Schedule 2.1.24; and (ii) after   the Closing Date, any contract from which the Obligors derived more than ten   percent (10%) of their consolidated revenues for the fiscal year of the   Canadian Borrower most recently ending.
    
	
 
    	
 
    	
 
    
	
1.1.213
    	
 
    	
“Material Debt Instrument”   means any physical instrument evidencing obligations in excess of   C$5,000,000.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.214
    	
 
    	
“Material Real Property” means (i) real property   having a net book value in excess of C$15,000,000 that (A) was owned by   an Obligor on September 30, 2016 or was or is acquired by an Obligor   following September 30, 2016 or (B) is owned by a Person that becomes   a Subsidiary after the date hereof as a result of an Acquisition;   (ii) real property owned by an Obligor in respect of mortgages granted   to the Administrative Agent prior to September 30, 2016 and listed in Schedule 2.1.11.
    
	
 
    	
 
    	
 
    
	
1.1.215
    	
 
    	
“Material Subsidiary” means any Restricted Subsidiary that   is not an Immaterial Subsidiary.
    
	
 
    	
 
    	
 
    
	
1.1.216
    	
 
    	
“Maturity Date” means (i) in respect of the   Facility A Credit, the Facility A Maturity Date, (ii) in   respect of the Facility B Credit, the Facility B Maturity Date,   (iii) in respect of the Facility C Credit, the Facility C Maturity Date,   and (iv) in respect of the Facility D Credit, the Facility D Maturity   Date.
    
	
 
    	
 
    	
 
    
	
1.1.217
    	
 
    	
“Minimum Guarantor Requirement” has the meaning ascribed to   such term in Section 13.1.9.7
    
	
 
    	
 
    	
 
    
	
1.1.218
    	
 
    	
“Minor Title Defects” means title defects or 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 Security Interests for the benefit of the Administrative Agent   and the Lenders thereon.
    
	
 
    	
 
    	
 
    
	
1.1.219
    	
 
    	
“Moody’s” means Moody’s Investors Service and its   successors.
    
	
 
    	
 
    	
 
    
	
1.1.220
    	
 
    	
“Multiemployer Plan” means any multiemployer plan as   defined in Section 4001(a)(3) of ERISA and subject to Title IV of   ERISA, to which the Canadian Borrower, any Guarantor or any ERISA Affiliate   makes or is obligated to make contributions, or during the preceding five   plan years, has made or been obligated to make contributions.
    
	
 
    	
 
    	
 
    
	
1.1.221
    	
 
    	
“Municipal Waste Contract” means any contract or franchise   agreement with a municipality for waste management services, including   collection, hauling, disposal and/or processing services, or any local   ordinance granting an exclusive waste management services franchise,   including collection, hauling disposal and/or processing services.
    


 

43











 

	
1.1.222
    	
 
    	
“Net Funded Secured Debt”   means the sum of (i) Total Net Funded Debt in respect of which the   Canadian Borrower or any Restricted Subsidiary has provided a Security   Interest against any of its Assets including Indebtedness under this   Agreement and under the Term Loan Agreement and Financial Leases, and   (ii) obligations of any Obligor under Other Leases which exceed, in the   aggregate for all Other Leases of all Obligors, the greater of   (a) C$200,000,000, and (b) 7.5% of Total Consolidated Tangible   Assets.
    
	
 
    	
 
    	
 
    
	
1.1.223
    	
 
    	
“Net Income” —   means, with respect to any Person, the net income (loss) of such Person,   determined in accordance with GAAP.
    
	
 
    	
 
    	
 
    
	
1.1.224
    	
 
    	
“Non-Debt Fund Affiliate”   means an Affiliate of any Equity Sponsor that is neither the Canadian   Borrower, a Subsidiary nor an Affiliated Debt Fund.
    
	
 
    	
 
    	
 
    
	
1.1.225
    	
 
    	
“Non-Funding Lender”   means any Lender: (a) that has failed to fund any payment or Advances   required to be made by it hereunder or to purchase all participations   required to be purchased by it hereunder and under the Loan Documents; (b) that   has given verbal or written notice to the Borrower, the Administrative Agent   or any Lender or has otherwise publicly announced that it believes that it   will be unable to fund advances under credit arrangements to which it is a   party; (c) with respect to which a voluntary or involuntary case with   respect to it or any Person that directly or indirectly Controls such Lender   under any Debtor Relief Laws has been commenced or a custodian, conservator,   receiver or similar official is appointed for such Lender or any Person that   directly or indirectly Controls such Lender or any substantial part of their   assets; (d) that has become the subject of a Bail-In Action;   (e) with respect to which the Administrative Agent or the Issuing Bank   has knowledge that such Lender has defaulted in fulfilling its obligations   (whether as an agent, lender or letter of credit issuer) under one or more   other syndicated credit facilities; or (f) with respect to which the   Administrative Agent has concluded, acting reasonably, and has advised the   Lenders in writing that it is of the view that, there is a reasonable chance   that such Lender shall become a “Non-Funding Lender” pursuant to any of (a),   (b), (c) or (d) above and that such Lender has been deemed a   “Non-Funding Lender”.
    
	
 
    	
 
    	
 
    
	
1.1.226
    	
 
    	
“Notice of Borrowing”   means an irrevocable notice addressed to the Administrative Agent in   substantially the form of Schedule 3.2   with respect to Facility A Credit, in substantially the form of Schedule 5.2 with respect to Facility C Credit, and   substantially in the form of Schedule 6.2   with respect to Facility D Credit, in each case specifying in respect of a   proposed Borrowing the Drawdown Date, the amount, the proposed currency, if   applicable, and, in respect of a proposed Borrowing to which LIBO Rate (plus   the Applicable Margin) will be applicable, the initial Interest Period and in   respect of a proposed Borrowing by way of Acceptances under the Facility A   Credit, the Banking Day upon which the Bankers’ Acceptances will mature.
    
	
 
    	
 
    	
 
    
	
1.1.227
    	
 
    	
“Notice of Conversion”   means (i) an irrevocable notice delivered to the Administrative Agent by   the Canadian Borrower pursuant to Section 3.8 substantially in the form   of Schedule 3.8, (ii) an   irrevocable notice delivered to
    


 

44











 

	
 
    	
 
    	
the Administrative Agent by the US Borrower pursuant   to Section 5.6 substantially in the form of Schedule   5.6, and (iii) an irrevocable notice delivered to the   Administrative Agent by the US Borrower pursuant to Section 6.6   substantially in the form of Schedule 6.6.
    
	
 
    	
 
    	
 
    
	
1.1.228
    	
 
    	
“Notice of Optional   Repayment” means (i) an irrevocable notice delivered to the   Administrative Agent by the Canadian Borrower pursuant to Section 7.2   substantially in the form of Schedule 7.2,   (ii) an irrevocable notice delivered to the Administrative Agent by the   US Borrower pursuant to Section 7.5 substantially in the form of Schedule 7.5, and (iii) an irrevocable notice   delivered to the Administrative Agent by the US Borrower pursuant to   Section 7.7 substantially in the form of Schedule   7.7.
    
	
 
    	
 
    	
 
    
	
1.1.229
    	
 
    	
“Notice of Rollover” means   (i) an irrevocable notice delivered to the Administrative Agent by the   Canadian Borrower pursuant to Section 9.2, Section 9.3 or   Section 7.13 substantially in the form of Schedule   7.13, (ii) an irrevocable notice delivered to the   Administrative Agent by the US Borrower pursuant to Section 7.13   substantially in the form of Schedule 7.13.
    
	
 
    	
 
    	
 
    
	
1.1.230
    	
 
    	
“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   Loan (including for greater certainty the Swingline Loan), the Letter of   Credit Exposure, Permitted Hedging Agreement Obligations, Secured Cash   Management Agreements up to an aggregate amount of C$10,000,000, 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 Administrative   Agent, the Lenders and the Hedge Providers, or any one or more of them, or   any of their respective Affiliates, under or pursuant to this Agreement, the   Permitted Hedging Agreements and the other Loan Documents (including without   limitation any Guarantee) and under or pursuant to any Bank Products,   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 Administrative Agent, the Lenders and the Hedge   Providers, or any one or more of them, or any of their Affiliates under or   pursuant to this Agreement, the other Loan Documents and the Bank Products.
    
	
 
    	
 
    	
 
    
	
1.1.231
    	
 
    	
“Obligors”   means, collectively, the Canadian Borrower, the US Borrower and each of the   Guarantors.
    
	
 
    	
 
    	
 
    
	
1.1.232
    	
 
    	
“OFAC” has the   meaning specified in the definition of “Sanctions Applicable Laws and Regulations.”
    
	
 
    	
 
    	
 
    
	
1.1.233
    	
 
    	
“OID” means   original issue discount.
    
	
 
    	
 
    	
 
    
	
1.1.234
    	
 
    	
“Optional Repayment Date”   means each day which the Borrower has notified the Administrative Agent in a   Notice of Optional Repayment as the date on which the Borrower shall repay   the Borrowings under the Facility A Credit, or a portion thereof, in   accordance with Section 7.2, the Facility C
    


 

45











 

	
 
    	
 
    	
Credit, or a portion thereof, in accordance with   Section 7.5 or the Facility D Credit, or a portion thereof, in   accordance with Section 7.7.
    
	
 
    	
 
    	
 
    
	
1.1.235
    	
 
    	
“Original Credit   Agreement” shall have the meaning ascribed to such term in the   recitals.
    
	
 
    	
 
    	
 
    
	
1.1.236
    	
 
    	
“Other Lease”   means any lease determined in accordance with Applicable Accounting   Principles other than (i) a Financial Lease and (ii) a lease that   in accordance with Applicable Accounting Principles is an exempt or excluded   lease.
    
	
 
    	
 
    	
 
    
	
1.1.237
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.238
    	
 
    	
“Participant”   — shall have the meaning ascribed to such term in Section 22.4.
    
	
 
    	
 
    	
 
    
	
1.1.239
    	
 
    	
“PBGC” means   the Pension Benefit Guaranty Corporation.
    
	
 
    	
 
    	
 
    
	
1.1.240
    	
 
    	
“Pension Plan”   means any “employee pension benefit plan” (as such term is defined in   Section 3(2) of ERISA), other than a Multiemployer Plan or a   Foreign Plan, that is subject to Title IV of ERISA or Section 412 of the   Code and is sponsored or maintained by the Canadian Borrower, any Guarantor   or any ERISA Affiliate or to which the Canadian Borrower, any Guarantor or   any ERISA Affiliate contributes or has an obligation to contribute, or in the   case of a multiple employer or other plan described in   Section 4064(a) of ERISA, has made contributions at any time in the   preceding five plan years.
    
	
 
    	
 
    	
 
    
	
1.1.241
    	
 
    	
“Permitted Acquisition”   means an acquisition permitted under Section 13.3.10.
    
	
 
    	
 
    	
 
    
	
1.1.242
    	
 
    	
“Permitted Hedging   Agreement” means a Hedging Agreement entered into by any member of   the Group with a Lender, a lender under the Term Loan, a Hedge Provider that   was permitted as a Hedge Provider prior to the Closing Date pursuant to the   Original Credit Agreement or, in each case, its respective Affiliate, for   hedging currency, interest rate, fuel price or other commodity price fluctuations   in respect of the business of the Canadian Borrower and its Subsidiaries and   not for speculation, and includes, for greater certainty, any Hedging   Agreements entered into by any member of the Group, before or after the date   of this Agreement, for hedging currency with respect to the US$2017 High   Yield Notes, the US$February 2018 High Yield Notes, the US$May 2018   High Yield Notes or the Term Loan.
    
	
 
    	
 
    	
 
    
	
1.1.243
    	
 
    	
“Permitted Hedging   Agreement Obligations” means all amounts due and payable from time   to time by any member of the Group in respect of Permitted Hedging   Agreements.
    
	
 
    	
 
    	
 
    
	
1.1.244
    	
 
    	
“Permitted Holder”   means any of (i) any Equity Sponsor, any of its Affiliates and any   funds, investment vehicles or partnerships managed, advised or sub-advised by   any of them or any of their respective Affiliates, but not including,
    


 

46











 

	
 
    	
 
    	
however, any portfolio operating company of any of   the foregoing, (ii) the Management Equityholders, (iii) the   Permitted Transferees of any of the foregoing Persons and (iv) any   “group” (within the meaning of Section 13(d) or   Section 14(d) of the Exchange Act) of which any of the foregoing   are members; provided that in the case of such “group” and without giving   effect to the existence of such “group” or any other “group,” such Persons   specified in clauses (i), (ii), and/or (iii) above, collectively, have   beneficial ownership, directly or indirectly, of more than 50% of the   aggregate ordinary voting power for election of directors represented by the   issued and outstanding Equity Interests of the Canadian Borrower held,   directly or indirectly, by such “group.”
    
	
 
    	
 
    	
 
    
	
1.1.245
    	
 
    	
“Permitted Liens”   means, as at any time, any one or more of the following:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.1
    	
reservations in any original grants from the Crown   of any land or interest therein, statutory exceptions to title and   reservations of mineral rights (including coal, oil and natural gas) in any   grants from the Crown or from any other predecessors in title;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.2
    	
servitudes or easements of rights of way for   purposes of public utility, or for encroachments, rights of view or   otherwise, including, without in any way limiting the generality of the   foregoing, the sewers, drains, gas and water mains, steam transport, electric   light and power or telephone and telegraph conduits, poles and cables,   pipelines or zoning restrictions affecting the use of the immovable or real   properties of an Obligor which will not materially or adversely impair the   use for which any one of the immovable or real properties of such Obligor is   intended nor substantially diminish any Liens thereon;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.3
    	
any Lien arising by law for Taxes not yet due or, if   due and immediate payment is not required by the relevant Governmental   Authority, the validity of which is being contested diligently and in good   faith by or on behalf of an Obligor by proper legal proceedings, provided the   action to enforce the same has not proceeded to final non-appealable judgment   and adequate provision has been made for the payment thereof in accordance   with Applicable Accounting Principles;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.4
    	
any Lien arising by law out of any judgment rendered   or claim filed against an Obligor, which such Obligor or others on its behalf   shall be contesting diligently and in good faith by proper legal proceedings,   provided the action to enforce the same has not proceeded to final   non-appealable judgment and adequate provision has been made for the payment   thereof in accordance with Applicable Accounting Principles;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.5
    	
any Lien arising by law of any craftsman, workman,   builder, contractor, supplier of materials, architect, engineer or   subcontractor or any other similar Lien related to the construction
    


 

47











 

	
 
    	
 
    	
 
    	
or the renovation of any property, provided that   such Lien secures an obligation of an Obligor whose term has not expired or   that such Obligor is not in default to perform same, or if its term has   expired or such Obligor is in default to perform same, provided that such   Obligor commences action within a delay of less than fifteen (15) days of its   registration or publication to cause its cancellation or radiation unless the   validity of such Lien is being contested diligently and in good faith by or   on behalf of such Obligor by proper legal proceedings, provided the action to   enforce the same has not proceeded to final non-appealable judgment and   adequate provision has been made for the payment thereof in accordance with   Applicable Accounting Principles;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.6
    	
Minor Title Defects;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.7
    	
the pledges or deposits of cash, Cash Equivalents or   securities made pursuant to Applicable Laws relating to workmen’s   compensation or similar Applicable Laws or provided to Governmental   Authorities as required under Environmental Laws, or deposits of cash made in   good faith in connection with offers, tenders, leases or contracts   (excluding, however, the borrowing of money or the repayment of money   borrowed) and deposits of cash or securities in order to secure appeal bonds   or bonds required in respect of judicial proceedings;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.8
    	
undetermined or inchoate Liens, arising or   potentially arising under statutory provisions which have not at the time   been filed or registered in accordance with Applicable Law or of which   written notice has not been duly given in accordance with Applicable Law or   which, although filed or registered, relate to obligations not due or   delinquent;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.9
    	
the rights reserved to or vested in Governmental   Authorities by statutory provisions or by the terms of leases, licences,   franchises, grants or permits, which affect any land, to terminate any such   leases, licences, franchises, grants or permits or to require annual or other   payments as a condition to the continuance thereof;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.10
    	
securities to public utilities or Governmental   Authorities when required by the utility or Governmental Authority in   connection with the supply of services or utilities to an Obligor in the   operation of its business;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.11
    	
any Liens granted pursuant to PMSI Indebtedness that   complies with the requirements of Section 13.3.1.3, and any Lien granted   as part of any refunding or renewal of the outstanding amount secured by such   a PMSI Indebtedness provided such Lien is restricted to the same collateral   and the obligations of any Obligor under such PMSI Indebtedness are permitted   under this Agreement;
    


 

48











 

	
 
    	
 
    	
1.1.245.12
    	
any conditional sales agreement or other title   retention agreement (including any Financial Lease ) with respect to assets   of an Obligor acquired after the date of this Agreement provided the   obligations of any Obligor under such conditional sales agreement or other   title retention agreement are permitted under this Agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.13
    	
Security Interests for the benefit of the   Administrative Agent, the Lenders and the Hedge Providers, or any of them, or   their Affiliates securing the Obligations;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.14
    	
the Liens described in Schedule   2.1.9 which have been approved by the Administrative Agent,   subject to those Liens required to be discharged being discharged within the   period provided for in Schedule 2.1.9;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.15
    	
any Liens granted to secure Indebtedness and other   obligations under any bonding facilities in favour of any Obligor or in   favour of any Person that is the subject of a Permitted Acquisition;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.16
    	
the Liens in respect of Indebtedness under the Term   Loan and Liens in favour of Persons who are Term Loan Lenders or their   Affiliates in respect of Hedging Agreements and Cash Management Services   required or permitted to be secured under the Term Loan Agreement provided   that any such Liens securing such Indebtedness that is secured by all or a   portion of the Collateral shall be on a pari passu   basis (but without regard to control of remedies) with the Obligations shall   be subject to the First Lien Intercreditor Agreement and any replacement   inter-creditor agreement upon substantially the same terms and conditions as   determined by the Administrative Agent acting reasonably in connection with   any refinancing, replacement or restructuring of the Term Loan for all or any   portion of the Indebtedness under the Term Loan in accordance with   Section 13.3.1.18; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.245.17
    	
the Liens in respect of secured Indebtedness   permitted under this Agreement.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.246
    	
 
    	
“Permitted Note   Redemption” means a redemption of High Yield Notes permitted pursuant   to Section 13.3.17.
    
	
 
    	
 
    	
 
    
	
1.1.247
    	
 
    	
“Permitted Transferees” means   (a) in the case of any of the Equity Sponsors, (i) any Affiliate of   any of the Equity Sponsors (other than any portfolio operating company of any   of the foregoing), (ii) any managing director, general partner, limited   partner, director, officer or employee of an Equity Sponsor or any Person   described in clause (i) above (collectively, the “Sponsor Associates”),   (iii) the heirs, executors, administrators, testamentary trustees,   legatees or beneficiaries of any Sponsor Associate and (iv) any trust,   the beneficiaries of which, or a corporation or partnership, the stockholders   or
    


 

49











 

	
 
    	
 
    	
partners of which, include only a Sponsor Associate,   his or her spouse, parents, siblings, members of his or her immediate family   (including adopted children and step children) and/or direct lineal   descendants; and (b) in the case of any Management Equityholder,   (i) his or her executor, administrator, testamentary trustee, heirs,   legatee or beneficiaries, (ii) his or her spouse, parents, siblings,   members of his or her immediate family (including adopted children and step   children) and/or direct lineal descendants or (iii) a trust, the   beneficiaries of which, or a corporation or partnership, the stockholders or   partners of which, include only a Management Equityholder, as applicable, and   his or her spouse, parents, siblings, members of his or her immediate family   (including adopted and step children) and/or direct lineal descendants.
    
	
 
    	
 
    	
 
    
	
1.1.248
    	
 
    	
“Person” means   any natural person, corporation, limited liability company, trust, joint   venture, association, company, partnership, Governmental Authority or other   entity.
    
	
 
    	
 
    	
 
    
	
1.1.249
    	
 
    	
“Planning Transaction”   shall have the meaning ascribed to such term in Section 13.3.10.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.250
    	
 
    	
“PMSI Indebtedness” shall   have the meaning ascribed to such term in Section 13.3.1.3.
    
	
 
    	
 
    	
 
    
	
1.1.251
    	
 
    	
“Proceeds of Realization”   in respect of the Security Documents or any portion thereof, means all   amounts received by the Administrative Agent or any Lender in connection   with:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.251.1
    	
any realization of the Collateral pursuant to the   Security Documents, whether occurring as a result of enforcement or otherwise;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.251.2
    	
any sale, expropriation, loss or damage or other   disposition of the Collateral or any portion thereof; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.251.3
    	
the dissolution, liquidation, bankruptcy or   winding-up of any Obligor or any other Person which has provided security   pursuant to any Security Documents or a Guarantee in respect of the Canadian   Borrower or the US Borrower, as the case may be, or any other distribution of   the Collateral to such creditors;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
and all other amounts which are expressly deemed to   constitute “Proceeds of Realization” in this   Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.252
    	
 
    	
“Projected Run Rate   EBITDA” means, with respect to any Municipal Waste Contract or   Put-or-Pay Agreement for any 12-month period, the Adjusted EBITDA which the   Canadian Borrower reasonably estimates will be generated by and attributable   to the relevant contract for the 12-month period commencing on the first day   of the fourth month after the Service Commencement Date for such contract.
    
	
 
    	
 
    	
 
    
	
1.1.253
    	
 
    	
“Purchase Money Mortgage”   means a Security Interest charging a fixed or capital Asset acquired by an   Obligor after the date of this Agreement, which is granted or assumed by such   Obligor or which arises by operation of law, in
    


 

50











 

	
 
    	
 
    	
favour of the transferor substantially concurrently   with and for the purpose of the acquisition of such Asset, in each case where   (i) the principal amount secured by such Security Interest secures part   of the purchase price of such Asset acquired and is not in excess of one   hundred percent (100%) of the cost to such Obligor of the Asset acquired; and   (ii) such Security Interest extends only to the Asset acquired and the   proceeds of disposition, expropriation and insurance thereof.
    
	
 
    	
 
    	
 
    
	
1.1.254
    	
 
    	
“Put-or-Pay Agreement”   means, with respect to the Canadian Borrower and its Restricted Subsidiaries,   any put-or-pay volume contract, entered into by the Canadian Borrower or any   Restricted Subsidiary with a counterparty other than a municipality, pursuant   to which the counterparty retains the Canadian Borrower or Restricted   Subsidiary, as applicable, or retains the counterparty, to provide waste   management services including collection, hauling, disposal or processing   services and guarantees a minimum tonnage for such services or payment in   lieu of such services.
    
	
 
    	
 
    	
 
    
	
1.1.255
    	
 
    	
“Qualified Equity   Interests” means any Equity Interests that are not Disqualified   Equity Interests.
    
	
 
    	
 
    	
 
    
	
1.1.256
    	
 
    	
“Qualifying IPO”   means any transaction whereby, or upon the consummation of which common   Equity Interests of the Canadian Borrower (or Holdco or any direct or   indirect parent of the Canadian Borrower) are offered or sold (whether   through an initial primary underwritten public offering or otherwise)   pursuant to an effective registration statement filed with the SEC in   accordance with the Securities Act, or to the equivalent registration   documents filed with the equivalent authority in the applicable foreign   jurisdiction (whether alone or in connection with a secondary public   offering).
    
	
 
    	
 
    	
 
    
	
1.1.257
    	
 
    	
“Reimbursement Obligation”   means the obligation of the Canadian Borrower to reimburse the Issuing Bank   pursuant to Section 10.8.
    
	
 
    	
 
    	
 
    
	
1.1.258
    	
 
    	
“Related Parties”   means, with respect to any Person, such Person’s Affiliates and the   directors, officers, partners, employees, agents and advisors of such Person   and of such Person’s Affiliates.
    
	
 
    	
 
    	
 
    
	
1.1.259
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.260
    	
 
    	
“Replacement Lender”   shall have the meaning ascribed to such term in Section 23.3.2.
    
	
 
    	
 
    	
 
    
	
1.1.261
    	
 
    	
“Reportable Event”   means, with respect to any Pension Plan, any of the events set forth in   Section 4043(c) of ERISA or the regulations issued thereunder,   other than events for which the thirty (30) day notice period has been   waived.
    
	
 
    	
 
    	
 
    
	
1.1.262
    	
 
    	
“Required Approvals”   shall have the meaning specified in Section 2.1.4.
    
	
 
    	
 
    	
 
    
	
1.1.263
    	
 
    	
“Required Lenders”   means at any time (including after the occurrence of any Event of Default):
    


 

51









 

	
 
    	
 
    	
1.1.263.1
    	
if there are two Lenders or less, all the Lenders;   or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.1.263.2
    	
if there are more than two Lenders, the Lenders   having greater than 50% of the Total Commitment at such time; provided,   however, that when an Event of Default has occurred and is continuing or as   and from the time the Facility A Total Commitment, the Facility B   Total Commitment, the Facility C Total Commitment and the Facility D Total   Commitment has been cancelled or terminated pursuant to this Agreement, “Required Lenders” shall mean at any time Lenders who at   such time have advanced greater than 50% of the aggregate of the Loan.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.264
    	
 
    	
“Responsible Officer” means, with respect to any Person, the   president, the chief executive officer, a vice president, the chief financial   officer 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, it shall mean the chief financial officer or the treasurer   of such Person, or, if such Person has no chief financial officer or   treasurer, the chief executive officer of such Person;
    
	
 
    	
 
    	
 
    
	
1.1.265
    	
 
    	
“Restricted Subsidiary” means the US Borrower and any other   Subsidiary of the Canadian Borrower other than an Unrestricted Subsidiary;
    
	
 
    	
 
    	
 
    
	
1.1.266
    	
 
    	
“Rollover Advance” means the renewal of an Acceptance under   the Facility A Credit, or a portion thereof, in accordance with   Section 9.2 or Section 9.3 or rollover of a LIBO Rate Loan, or a   portion thereof, in accordance with Section 7.13.
    
	
 
    	
 
    	
 
    
	
1.1.267
    	
 
    	
“Rollover Date” means a day which (i) the Canadian   Borrower has notified the Administrative Agent in a Notice of Rollover as the   date on which the Canadian Borrower will renew an Acceptance under the   Facility A Credit, or a portion thereof, in accordance with Section 9.2   or Section 9.3 or rollover of a LIBO Rate Loan under the Facility A   Credit, or a portion thereof, in accordance with Section 7.13, or   (ii) the US Borrower has notified the Administrative Agent in a Notice   of Rollover as the date on which the US Borrower will renew a LIBO Rate Loan   under the Facility C Credit or the Facility D Credit, or a portion thereof,   in accordance with Section 7.13.
    
	
 
    	
 
    	
 
    
	
1.1.268
    	
 
    	
“S&P” means Standard & Poor’s, a division of   The McGraw Hill Companies, Inc., and its successors.
    
	
 
    	
 
    	
 
    
	
1.1.269
    	
 
    	
“Sanctions Applicable Laws and Regulations” means any   sanctions or requirements imposed by, or based upon the obligations or   authorities set forth in, the Executive Order, the USA PATRIOT Act of 2001   (the “PATRIOT Act”), the U.S. Trading with   the Enemy Act (50 U.S.C. App. §§ 1 et seq.) or any other law or executive   order relating to economic or financial sanctions administered by the U.S.   Department of the Treasury Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations   Security Council, the European Union, Her Majesty’s Treasury, the Canadian   Government (including the Department of Foreign Affairs and International
    


 

52











 

	
 
    	
 
    	
Trade Canada and   the Department of Public Safety Canada) or other relevant sanctions   authority.
    
	
 
    	
 
    	
 
    
	
1.1.270
    	
 
    	
“Scheduled Unavailability Date” has the meaning set out in   Section 17.6.
    
	
 
    	
 
    	
 
    
	
1.1.271
    	
 
    	
“SDN” has the meaning specified in the definition of   “Designated Person.”
    
	
 
    	
 
    	
 
    
	
1.1.272
    	
 
    	
“SEC” means the U.S. Securities and Exchange Commission, or   any Governmental Authority succeeding to any of its principal functions.
    
	
 
    	
 
    	
 
    
	
1.1.273
    	
 
    	
“Secured Cash Management Agreement” means any agreement   with respect to Cash Management Services provided to the Canadian Borrower or   a Guarantor by a Lender or an Affiliate of a Lender or by a Former Lender   that has entered into a blocked account agreement or deposit account control   agreement in favour of the Administrative Agent.
    
	
 
    	
 
    	
 
    
	
1.1.274
    	
 
    	
“Secured Parties” means collectively the Administrative   Agent, the Lenders, the Hedge Providers, the Lenders and Former Lenders   providing Cash Management Services under Secured Cash Management Agreements   and the Lenders and Former Lenders providing any Bank Products.
    
	
 
    	
 
    	
 
    
	
1.1.275
    	
 
    	
“Security Documents” means the collective reference to the   agreements and instruments listed in Schedule 14.1,   all amendments, supplements, restatements and other modifications thereof,   and each other agreement or writing pursuant to which an Obligor grants a   Security Interest to or for the benefit of the Administrative Agent and the   Lenders, or any of them, alone or together with any other Person or Persons,   in any of its Assets securing all or part of the Obligations.
    
	
 
    	
 
    	
 
    
	
1.1.276
    	
 
    	
“Security Interest” means a hypothec, mortgage, pledge,   fixed or floating charge, assignment by way of security or any other security   interest securing payment or performance of an obligation.
    
	
 
    	
 
    	
 
    
	
1.1.277
    	
 
    	
“Seller Subordinated Debt” means Indebtedness of an Obligor   to a seller in connection with any Permitted Acquisition which has been   subordinated and made junior to the payment and performance in full in cash   of the Obligations, and evidenced as such by a subordination agreement on   terms and containing subordination provisions satisfactory to the   Administrative Agent.
    
	
 
    	
 
    	
 
    
	
1.1.278
    	
 
    	
“Service Commencement Date” means, with respect to any   Municipal Waste Contract or Put-or-Pay Agreement, the date that the provision   of the services required under such contract has commenced.
    
	
 
    	
 
    	
 
    
	
1.1.279
    	
 
    	
“Solvent” and “Solvency”   mean, with respect to any Person on any date of determination, that on such   date (a) the fair or realizable value of the assets of such Person and   its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis,   their debts and liabilities, subordinated, contingent or otherwise,   (b) the present fair saleable value of the property of such Person and its   Subsidiaries, on a consolidated basis, is greater than the amount that will   be required to pay the probable liability, on a consolidated basis, of their   debts and other liabilities, subordinated, contingent or otherwise, as such   debts and other liabilities become absolute and matured, (c) such Person   and its
    


 

53











 

	
 
    	
 
    	
Subsidiaries, on   a consolidated basis, are able to pay their debts and liabilities,   subordinated, contingent or otherwise, as such liabilities become absolute   and matured or due and do not intend to, and do not believe that they will,   incur debts or liabilities beyond their ability to pay such debts and   liabilities as they mature or become due, and (d) such Person and its   Subsidiaries, on a consolidated basis, are not engaged in, and are not about   to engage in, business for which they have unreasonably small capital. The   amount of any contingent liability at any time shall be computed as the   amount that would reasonably be expected to become an actual and matured   liability or due.
    
	
 
    	
 
    	
 
    
	
1.1.280
    	
 
    	
“Specified Legal Expenses” means, to the extent not   constituting an extraordinary, non-recurring or unusual loss, charge or   expense, all legal and experts’ fees and expenses and all other costs,   liabilities (including all damages, penalties, fines and indemnification and   settlement payments) and expenses paid or payable in connection with any   threatened, pending, completed or future claim, demand, action, suit,   proceeding, inquiry or investigation (whether civil, criminal,   administrative, governmental or investigative).
    
	
 
    	
 
    	
 
    
	
1.1.281
    	
 
    	
“Specified Transaction” means any investment that results   in a Person becoming a Guarantor, any designation of a Subsidiary as a   Guarantor or an Unrestricted Subsidiary, any Permitted Acquisition, any   Disposition that results in a Guarantor ceasing to be a Subsidiary of the   Canadian Borrower or constitutes a Disposition of a line of business or   division that has an identifiable earnings stream, any investment constituting   an acquisition of assets constituting a business unit, line of business or   division of another Person or any Disposition of a business unit, line of   business or division of the Canadian Borrower or a Guarantor, in each case,   whether by merger, consolidation, amalgamation, merger or otherwise, or any   incurrence or repayment of Indebtedness, including any increase of the Term   Loan, any Distribution or other event (other than the incurrence or repayment   of Indebtedness under any revolving credit facility in the ordinary course of   business for working capital purposes), that by the terms of this Agreement   requires Adjusted EBITDA, Consolidated Total Assets or a financial ratio or   test to be calculated on a pro forma basis.
    
	
 
    	
 
    	
 
    
	
1.1.282
    	
 
    	
“Statutory Lien” means a Lien or other right in respect of   any property or assets of any Obligor created by or arising pursuant to any   applicable legislation (including without limitation the Bankruptcy   and Insolvency Act (Canada), the Income Tax Act (Canada), the Excise   Tax Act (Canada), the Canada Pension Plan (Canada), the Employment Insurance   Act (Canada) and any legislation in any jurisdiction similar to or enacted in   replacement of the foregoing from time to time) and for greater certainty   specifically includes a Lien which secures obligations of an Obligor in   respect of employee wages and vacation pay.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.283
    	
 
    	
“Subordinated Debt” means any Indebtedness permitted under   Section 13.3.1.14 hereof (including Seller Subordinated Debt) which has   been
    


 

54











 

	
 
    	
 
    	
subordinated and   made junior to the payment and performance in full in cash of the Obligations   and evidenced as such by a subordination agreement on terms and containing   subordination provisions satisfactory to the Administrative Agent.
    
	
 
    	
 
    	
 
    
	
1.1.284
    	
 
    	
“Subsidiary” of a Person means a company or corporation   Controlled by that Person.
    
	
 
    	
 
    	
 
    
	
1.1.285
    	
 
    	
“Sweep to Loan Arrangement” means a cash management   arrangement established by the US Borrower with BMO or an Affiliate of BMO as   Lender under the Facility C Credit, as depositary (in such capacity, the “Sweep Depositary”), pursuant to which the Lender is   authorized (a) to make advances of Facility C Loans hereunder, the   proceeds of which are deposited by the Lender into a designated account of   the US Borrower maintained at the Sweep Depositary, and (b) to accept as   prepayments of the Facility C Loans hereunder proceeds of excess targeted   balances held in such designated account at the Sweep Depositary, which cash   management arrangement is subject to such agreement(s) and on such terms   acceptable to the Sweep Depositary and the Lenders under the Facility C   Credit.
    
	
 
    	
 
    	
 
    
	
1.1.286
    	
 
    	
“Sweep Depositary” shall have the meaning ascribed to such   term in Section 1.1.285.
    
	
 
    	
 
    	
 
    
	
1.1.287
    	
 
    	
“Swingline Advance” shall have the meaning ascribed to such   term in Section 3.9.2.
    
	
 
    	
 
    	
 
    
	
1.1.288
    	
 
    	
“Swingline CDollar Availment” means, at any time, the   aggregate of all amounts debited to the CDollar Current Account (including   without limitation cheques, transfers, withdrawals, interest, costs, charges   and fees) in excess of the aggregate of all amounts credited to the CDollar   Current Account.
    
	
 
    	
 
    	
 
    
	
1.1.289
    	
 
    	
“Swingline Lender” means BMO and its successors and assigns   in such capacity.
    
	
 
    	
 
    	
 
    
	
1.1.290
    	
 
    	
“Swingline Limit” means C$25,000,000,   as increased, reduced or cancelled from time to time by the Swingline Lender   with the consent of the Administrative Agent and the Canadian Borrower, but   without the consent of the other parties hereto.
    
	
 
    	
 
    	
 
    
	
1.1.291
    	
 
    	
“Swingline Loan” means, on any date, the aggregate of any   Swingline CDollar Availment and the Equivalent Amount in CDollars of any   Swingline USDollars Availment on such date.
    
	
 
    	
 
    	
 
    
	
1.1.292
    	
 
    	
“Swingline USDollar Availment” means, at any time, the   aggregate of all amounts debited to the USDollar Current Account (including   without limitation cheques, transfers, withdrawals, interest, costs, charges   and fees) in excess of the aggregate of all amounts credited to the USDollar   Current Account.
    
	
 
    	
 
    	
 
    
	
1.1.293
    	
 
    	
“Tax” or “Taxes” means   all present or future taxes, levies, imposts, duties, deductions,   withholdings, assessments, fees or other charges imposed by any
    


 

55











 

	
 
    	
 
    	
Governmental   Authority, including any interest, additions to tax or penalties applicable   thereto.
    
	
 
    	
 
    	
 
    
	
1.1.294
    	
 
    	
“Term Loan” means the loans advanced by the Term Loan   Lenders to the Canadian Borrower, as the initial borrower, and to any   co-borrower from time to time, under the Term Loan Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.295
    	
 
    	
“Term Loan Agreement” means the term loan credit agreement   dated as of September 30, 2016 as amended by a first amendment dated as   of May 31, 2018 and a second amendment dated as of November 14, 2018   (which incorporates an amended credit agreement as set forth in the form   attached as Exhibit A thereto), among the Canadian Borrower and GFL   Environmental Holdings (US), Inc., as borrowers, Barclays Bank PLC as   successor administrative agent and the Term Loan Lenders, as amended,   modified, supplemented, restated, replaced, extended, renewed, refunded or   refinanced from time to time in one or more agreements (in each case, with   the same or new lenders, institutional investors or agents) including any agreement   extending the maturity thereof or otherwise restructuring all or any portion   of the Indebtedness thereunder or altering the maturity thereof.
    
	
1.1.296
    	
 
    	
“Term Loan Lenders” means, at any time, the lenders under   the Term Loan Agreement.
    
	
 
    	
 
    	
 
    
	
1.1.297
    	
 
    	
“Terminated Lender” shall have the meaning ascribed to such   term in Section 23.3.2.
    
	
 
    	
 
    	
 
    	
 
    
	
1.1.298
    	
 
    	
“Terminated Lender Payout Amount” shall have the meaning   ascribed to such term in Section 23.3.2.
    
	
 
    	
 
    	
 
    
	
1.1.299
    	
 
    	
“Third ARCA” shall have the meaning ascribed to such term   in the recitals.
    
	
 
    	
 
    	
 
    
	
1.1.300
    	
 
    	
“Total Commitment” means at any time the Facility A   Total Commitment at such time plus the Facility B Total   Commitment at such time plus the Facility C Total Commitment at   such time plus the Facility D Total Commitment at such time.
    
	
 
    	
 
    	
 
    
	
1.1.301
    	
 
    	
“Total Consolidated Tangible Assets” means, as of any date   of determination, the net book value of all assets of the Canadian Borrower   and the Restricted Subsidiaries, determined on a consolidated basis in   accordance with GAAP (including for certainty any right of use asset under   lease), but excluding goodwill, intellectual property and all other   intangible assets of the Canadian Borrower and the Restricted Subsidiaries,   as shown on the most recent balance sheet of the Canadian Borrower delivered   pursuant to Section 13.1.2.
    
	
 
    	
 
    	
 
    
	
1.1.302
    	
 
    	
“Total Net Funded Debt” means, on any day, with respect to   the Canadian Borrower, without duplication, the sum (expressed in CDollars   based on the Equivalent Amount of any amounts denominated in USDollars) of   (a) all Interest Bearing Debt of the Canadian Borrower and its   Restricted Subsidiaries and Guarantees given by the Canadian Borrower or any   of its Restricted Subsidiaries in respect of Interest Bearing Debt of another   Person) determined
    


 

56











 

	
 
    	
 
    	
on a   consolidated basis as described in the most recent financial statements of   the Canadian Borrower delivered pursuant to Section 13.1.2.2 or   13.1.2.3, plus (b) the undrawn face amount of all outstanding   Facility A Letters of Credit (excluding the undrawn face amount of all   outstanding Facility A Letters of Credit which are financial letters of   credit and, for greater certainty, excluding the undrawn face amount of all   outstanding Facility B Letters of Credit) less (c) the amount by   which cash or Cash Equivalents on deposit (i) with BMO or any other   Lender as the account bank of the Canadian Borrower or another Obligor,   (ii) with a financial institution other than a Lender in accounts of the   Canadian Borrower or the US Borrower or another Obligor in an aggregate   amount of less than US$25,000,000, (iii) with a financial institution   other than a Lender in accounts of the Canadian Borrower or the US Borrower   or another Obligor which are subject to a blocked account or deposit account   control agreement in favour of the Administrative Agent and on terms   satisfactory to the Administrative Agent, acting reasonably, or (iv) in   a trust account of counsel to the Canadian Borrower or any other Obligor or   counsel of a vendor in connection with amounts on deposit on account of the   purchase price for a Permitted Acquisition or with a title company or other   escrow agent holding purchase price proceeds for a Permitted Acquisition,   exceeds the amount, if any, by which accounts payable of the Group (excluding   any amounts on account of payment-in-kind interest and principal and interest   due in respect of Interest Bearing Debt) due in the 60 days following the   date of calculation exceeds accounts receivable (excluding Doubtful Accounts)   of the Group due in the 60 days following the date of calculation. The   Equivalent Amount of Interest Bearing Debt denominated in USDollars shall be   determined after giving effect to any Hedging Agreements related to currency   exchange for the principal amount of such Interest Bearing Debt. Total Net   Funded Debt shall be determined for the Canadian Borrower on a consolidated   basis by reference to the Canadian Borrower and all of its Restricted   Subsidiaries.
    
	
 
    	
 
    	
 
    
	
1.1.303
    	
 
    	
“Transactions” means, collectively, (a) the execution   and delivery of this Agreement and the Loan Documents entered into on the   Closing Date, (b) the “First Amendment Transactions” as defined in the   Term Loan Agreement and the transactions related thereto (c) the   consummation of any other transactions in connection with any of the   foregoing, and (d) the payment of the fees and expenses incurred in   connection with any of the foregoing, including the Transaction Expenses.
    
	
 
    	
 
    	
 
    
	
1.1.304
    	
 
    	
“Transaction Expenses” means any fees, premiums, expenses   and other transaction costs incurred or paid by the Canadian Borrower or any   of its Subsidiaries or the Equity Sponsor or Holdco or any direct or indirect   parent of the Borrower in connection with the Transactions (including to fund   any OID and upfront fees).
    
	
 
    	
 
    	
 
    
	
1.1.305
    	
 
    	
“Uniform Commercial Code” means the Uniform Commercial Code   or any successor provision thereof as the same may from time to time be in   effect in the State of New York or the Uniform Commercial Code or any   successor
    


 

57











 

	
 
    	
 
    	
provision   thereof (or similar code or statute) of another jurisdiction, to the extent   it may be required to apply to any item or items of Collateral.
    
	
 
    	
 
    	
 
    
	
1.1.306
    	
 
    	
“Unrestricted Subsidiary”   means any Subsidiary of the Canadian Borrower designated by the Canadian   Borrower as an Unrestricted Subsidiary pursuant to Section 13.1.15   subsequent to the date hereof, in each case, until such Person ceases to be an   Unrestricted Subsidiary of the Canadian Borrower in accordance with   Section 13.1.15 or ceases to be a Subsidiary of the Canadian Borrower.
    
	
 
    	
 
    	
 
    
	
1.1.307
    	
 
    	
“US Base Rate”   means, at any time, the aggregate of (a) the greater of the rate of   interest per annum equal to the higher of (i) the fluctuating annual   rate of interest established by the Administrative Agent from time to time as   being the reference rate of interest it will use at such time in Canada for   determining rates of interest on USDollar commercial loans to Canadian   residents in Canada and designated at its US base rate, and (ii) the   LIBO Rate for deposits in USDollars for a one-month LIBO Rate advance plus 1%   per annum, plus (b) the Applicable Margin; adjusted automatically   with each change in the established, quoted or published rate, all without   necessity of notice to the Borrower or any other Person.
    
	
 
    	
 
    	
 
    
	
1.1.308
    	
 
    	
“US Base Rate Advance”   means an Advance in USDollars to which the US Base Rate is applicable.
    
	
 
    	
 
    	
 
    
	
1.1.309
    	
 
    	
“US Base Rate Loan”   means, at any given time during the term of this Agreement the Loan, or that   portion of the Loan, which the Canadian Borrower has elected or is deemed to   have elected to denominate in USDollars and upon which interest is payable at   the US Base Rate.
    
	
 
    	
 
    	
 
    
	
1.1.310
    	
 
    	
“US Borrower”   means GFL Environmental USA Inc. and includes any of its successors and   permitted assigns.
    
	
 
    	
 
    	
 
    
	
1.1.311
    	
 
    	
“US GAAP”   means generally accepted accounting principles as in effect from time to time   in the United States, including IFRS, applicable to the relevant period,   applied in a consistent manner from period to period.
    
	
 
    	
 
    	
 
    
	
1.1.312
    	
 
    	
“US Obligor”   means any Obligor that is organized under the Laws of the United States, any   state thereof or the District of Columbia.
    
	
 
    	
 
    	
 
    
	
1.1.313
    	
 
    	
“US Prime Rate”   means, at any time, the fluctuating annual rate of interest established by   the Administrative Agent from time to time as being the reference rate of   interest it will use at such time in the U.S.A. for determining rates of   interest on USDollar commercial loans to its customers in the U.S.A. and   designated at its US prime rate plus (b) the Applicable Margin;   adjusted automatically with each change in the established, quoted or   published rate, all without necessity of notice to the Borrower or any other   Person.
    
	
 
    	
 
    	
 
    
	
1.1.314
    	
 
    	
“US Prime Rate Advance”   means an Advance in USDollars to which the US Prime Rate is applicable.
    


 

58











 

	
1.1.315
    	
 
    	
“US Prime Rate Loan”   means, at any given time during the term of this Agreement the Loan, or that   portion of the Loan to the US Borrower, upon which interest is payable at the   US Prime Rate.
    
	
 
    	
 
    	
 
    
	
1.1.316
    	
 
    	
“US Subsidiary”   means any Subsidiary that is organized under the Laws of the United States,   any state thereof or the District of Columbia.
    
	
 
    	
 
    	
 
    
	
1.1.317
    	
 
    	
“USDollar Current Account”   means the USDollar account of the Borrower at Bank of Montreal in Canada as   the Borrower may from time to time designate as such in writing to the   Administrative Agent.
    
	
 
    	
 
    	
 
    
	
1.1.318
    	
 
    	
“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.
    
	
 
    	
 
    	
 
    
	
1.1.319
    	
 
    	
“US$February 2018   High Yield Indenture” means the trust indenture between the   Canadian Borrower, as issuer, and Computershare Trust Company, N.A., as   trustee and dated as of February 26, 2018, in connection with the   US$February 2018 High Yield Notes, as it may from time to time be   supplemented, amended, restated or otherwise modified.
    
	
 
    	
 
    	
 
    
	
1.1.320
    	
 
    	
“US$February 2018   High Yield Notes” means US$400,000,000 principal amount of senior   unsecured notes issued pursuant to the US$February 2018 High Yield   Indenture and due March 1, 2023.
    
	
 
    	
 
    	
 
    
	
1.1.321
    	
 
    	
“US$May 2018 High   Yield Indenture” means the trust indenture between Hulk Finance   Corp. (a predecessor to the Canadian Borrower), as issuer, and Computershare   Trust Company, N.A., as trustee and dated as of May 14, 2018, in   connection with the US$May 2018 High Yield Notes, as it may from time to   time be supplemented, amended, restated or otherwise modified.
    
	
 
    	
 
    	
 
    
	
1.1.322
    	
 
    	
“US$May 2018 High   Yield Notes” means US$400,000,000 principal amount of senior   unsecured notes issued pursuant to the US$May 2018 High Yield Indenture   and due June 1, 2026.
    
	
 
    	
 
    	
 
    
	
1.1.323
    	
 
    	
“US$2017 High Yield   Indenture” means the trust indenture between GFL Escrow   Corporation (a predecessor by amalgamation to the Canadian Borrower), as   issuer, and Computershare Trust Company, N.A., as trustee and dated as of   May 12, 2017, in connection with the US$2017 High Yield Notes, as it may   from time to time be supplemented, amended, restated or otherwise modified.
    
	
 
    	
 
    	
 
    
	
1.1.324
    	
 
    	
“US$2017 High Yield Notes”   means US$350,000,000 principal amount of senior unsecured notes issued   pursuant to the US$2017 High Yield Indenture and due May 12, 2022.
    
	
 
    	
 
    	
 
    
	
1.1.325
    	
 
    	
“U.S. Person”   means any Person that is a “United States person” as defined in   Section 7701(a)(30) of the Code.
    


 

59











 

	
1.1.326
    	
 
    	
“Wholly Owned”   means, with respect to a Subsidiary of a Person, a Subsidiary of such Person   all of the outstanding Equity Interests of which (other than   (x) director’s qualifying shares and (y) nominal shares issued to   foreign nationals to the extent required by Applicable Laws) are owned by   such Person and/or by one or more wholly owned Subsidiaries of such Person.
    
	
 
    	
 
    	
 
    
	
1.1.327
    	
 
    	
“Write-Down and   Conversion Powers” means, with respect to any EEA Resolution   Authority, the write-down and conversion powers of such EEA Resolution   Authority from time to time under the Bail-In Legislation for the applicable   EEA Member Country, which write-down and conversion powers are described in   the EU Bail-In Legislation Schedule.
    
	
 
    	
 
    	
 
    
	
1.1.328
    	
 
    	
“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 telegraph, 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.

 

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                               Applicable 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 Applicable Accounting Principles and all financial computations hereunder shall be computed in accordance with Applicable Accounting Principles consistently applied.  That certain items or computations are explicitly modified by the phrase “in accordance with Applicable Accounting Principles” shall in no way be construed to limit the foregoing. If any Accounting Changes (as defined below in this Section 1.6) occur and such changes result in a change in the calculation of the financial covenant set forth in Section 13.2.1, standards or terms used in this Agreement or any other Loan Documents, then the Canadian Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the

 

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criteria for evaluating Canadian Borrower’s and the Obligors’ financial condition shall be substantially the same after such Accounting Changes as if such Accounting Changes had not been made; provided, however, that the agreement of Required 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 Canadian Borrower’s Auditors, (iii) the reversal of any reserves established as a result of purchase accounting adjustments, and (iv) the adoption after the date hereof by the Group of Canadian accounting standards for private enterprises or US GAAP. All such adjustments resulting from expenditures made subsequent to the date hereof (including capitalization of costs and expenses or the payment of liabilities incurred prior to the date hereof) 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 Canadian Borrower and the Required Lenders agree upon the required amendments (and all other Obligors shall be deemed to agree to such amendments so agreed to by the Canadian Borrower), then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any reference to Applicable Accounting Principles contained in this Agreement or in any other Loan Documents shall, only to the extent of such Accounting Change, refer to Applicable Accounting Principles, consistently applied after giving effect to the implementation of such Accounting Change. Until such time as the Canadian Borrower and the Required Lenders agree upon the required amendments, all financial statements delivered and all calculations of the financial covenant 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                               Pro Forma Calculations

 

For purposes of calculating Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA and compliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made, in each case, (i) during the applicable period or (ii) subsequent to such period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable period and (y) including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements.  If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have entered into any Municipal Waste Contract or Put-or-Pay Agreements or made

 

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any Specified Transaction that would have required adjustment pursuant to this section, then the financial ratios, Adjusted EBITDA and Consolidated Total Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.7.  For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such that Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Adjusted EBITDA for the relevant contract.

 

Whenever pro forma effect is to be given to a Municipal Waste Contract, a  Put-or-Pay Agreement or a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.5.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma

 

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calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section.

 

In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the ratio of Net Funded Secured Debt to Adjusted EBITDA shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable period.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in such Financial Lease or Other Lease, as applicable, in accordance with GAAP.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate.

 

The impact of the accounting changes effected by IFRS 16 as of January 1, 2019 shall be given pro forma effect for the fiscal quarters ending on or prior to December 31, 2018 in order to  annualize such impact for purposes of calculating Adjusted EBITDA and any financial ratios or covenants that utilize Adjusted EBITDA (including  compliance therewith) for the first three fiscal quarters of 2019.

 

It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any pro forma adjustments pursuant to this Section 1.1.5 are not in compliance with Regulation S-X, the aggregate amount of such add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.5.1.10.

 

1.8                               Rateable Portion of Accommodations

 

References in this Agreement to “Facility A Participation of a Lender”, “Facility B Participation of a Lender”, “Facility C Participation of a Lender”, “Facility D Participation of a Lender” “shared by each Lender pro rata, in accordance with their respective Facility A Participations”, “shared by each Lender pro rata, in accordance with their respective Facility B Participations”, “shared by each Lender pro rata, in accordance with their respective Facility C Participations”, “shared by each Lender pro rata, in accordance with their respective Facility D Participations” 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 Administrative

 

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Agent.  Each such determination by the Administrative Agent shall be prima facie evidence of such rateable share.

 

1.9                               Incorporation of Exhibits and Schedules

 

The exhibits and schedules attached hereto shall, for all purposes hereof, form an integral part of this Agreement.

 

1.10                        Amendment and Restatement

 

Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement.  Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement.  It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents.  The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement.  Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.

 

1.11                        Quebec Interpretation Clause

 

For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary”, (k) “construction liens” shall be deemed to include “legal hypothecs”, (l) “joint and several” shall be deemed to include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include “ownership on

 

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behalf of another as mandatory”, (o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed to include “prior claim”, (q) “survey” shall be deemed to include “certificate of location and plan”, (r) “fee simple title” shall be deemed to include “absolute ownership”, and (s) “financing statement” shall be deemed to include “registration made under the Register of Personal and Movable Real Rights”.

 

1.12                        Treatment of Subsidiaries Prior to Joinder

 

Each Subsidiary of the Canadian Borrower that is required to be joined as an Obligor pursuant to Section 13.1.10 shall, until the completion of such joinder, be deemed for the purposes of Section 13.3 of this Agreement to be an Obligor from and after the later of the date of formation or acquisition of such Subsidiary.

 

1.13                        Currency

 

Unless otherwise specified herein, all statements of or references to dollar amounts in this Agreement shall mean CDollars.

 

1.14                        Authority of the Canadian Borrower

 

The Canadian Borrower shall have the authority to make all decisions on behalf of both of the Borrowers and to bind the US Borrower and to give all notices, consents and agreements on its own behalf and on behalf of the US Borrower pursuant to this Agreement and each of the other Loan Documents other than a Notice of Borrowing, a Notice of Conversion or a Notice of Optional Repayment under the Facility C Credit and the Facility D Credit which shall be given by the US Borrower. Until such time as the Facility C Commitment and the Facility D Commitment has been terminated, the Facility A Loans have been fully repaid and the Facility C Credit and the Facility D Credit has been fully cancelled, the US Borrower shall be a Guarantor and a Restricted Subsidiary Wholly Owned by the Canadian Borrower.

 

1.15                        Limited Condition Transactions

 

In connection with any action being taken solely in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Indebtedness in connection therewith), for purposes of:

 

(a)                       determining compliance with any provision of this Agreement that requires the calculation of the ratio of Net Funded Secured Debt to Adjusted EBITDA and/or Total Net Funded Debt to Adjusted EBITDA;

 

(b)                       determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or

 

(c)                        testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Adjusted EBITDA);

 

in each case, at the option of the Canadian Borrower (the Canadian Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements with respect to such Limited Condition Transaction, the date of determination of

 

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whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements with respect to such Limited Condition Transaction are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Indebtedness of the Person or the Assets to be acquired and any incurrence, assumption or repayment of Indebtedness or Liens which is reasonably expected to occur in connection with the closing of the Limited Condition Transaction and the use of proceeds thereof) as if they had occurred at the beginning of the most recent period of four consecutive fiscal quarters of the Canadian Borrower ending on or prior to the LCA Test Date, the Canadian Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Canadian Borrower wishes to make an LCA Election, the Canadian Borrower shall deliver to the Administrative Agent, on or before the LCA Test Date, notice of the LCA Election signed by a Responsible Officer which notice shall (i) provide details of the Limited Condition Transaction, (ii) set out reasonably expected sources and uses of funds for the completion of the Limited Condition Transaction, and (iii) certify that after giving pro forma effect to such Limited Condition Transaction (including any Indebtedness of the Person or the Assets to be acquired and any incurrence, assumption or repayment of Indebtedness or Liens which is reasonably expected to occur in connection with the closing of the Limited Condition Transaction and the use of proceeds thereof), no Default or Event of Default shall have occurred and be continuing as of the LCA Test Date.

 

For the avoidance of doubt, if the Canadian Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Adjusted EBITDA of the Canadian Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations; provided however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized.  If the Canadian Borrower has made an LCA Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of the ratios or baskets on or following the relevant LCA Test Date and prior to the earliest of (i) the date on which such Limited Condition Transaction is consummated, (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or (iii) the date which is one year following the LCA Test Date, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Indebtedness of the Person or the Assets to be acquired and any incurrence, assumption or repayment of Indebtedness or Liens which is reasonably expected to occur in connection with the closing of the Limited Condition Transaction and the use of proceeds thereof) have been consummated.

 

ARTICLE 2
 REPRESENTATIONS AND WARRANTIES

 

2.1                               Representations and Warranties

 

Each Obligor represents and warrants to each Lender and the Administrative Agent, acknowledging and confirming that each Lender and the Administrative Agent are relying

 

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thereon in entering into this Agreement and providing accommodations hereunder (such representations being made on a pro forma basis after giving effect to the Transactions unless otherwise specified), that:

 

2.1.1                     Organization:  it is a corporation (or a partnership, as the case may be) which is duly incorporated (or amalgamated or constituted, as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation, merger or organization;

 

2.1.2                     Power:  it has the necessary power, corporate or otherwise, to enter into this Agreement and the other Loan Documents to which it is a party and to perform its obligations thereunder;

 

2.1.3                     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 subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) the fact that specific performance and injunctive relief may only be given in the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments;

 

2.1.4                     Governmental Consents:  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 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 have a Material Adverse Effect (the “Required Approvals”);

 

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:

 

2.1.5.1                     conflict with, violate, or result in a breach of any of the terms, conditions or provisions of any Applicable Law applicable to it or any order, injunction, decree, determination or award of any court or any governmental department, body, commission, board, bureau, agency or instrumentality applicable to it, in each case in a material manner or to a material extent;

 

2.1.5.2                     conflict with, violate, result in a breach of, or constitutes a default under any of its charter or by-law provisions or of any Material Contract or any loan agreement, loan or trust indenture, trust deed, or any other similar agreement or instrument to which it is a party or by which it is bound where such conflict, violation, breach or default could reasonably be expected to cause a Material Adverse Effect, or

 

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2.1.5.3                     result in the creation of a Lien upon any of its properties, assets or revenues other than those resulting from the Security Documents;

 

2.1.6                     Litigation:  except as disclosed in Schedule 2.1.6, there are no actions, suits or arbitration proceedings 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 inquiry, threatened 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;

 

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 property or assets which could, if determined adversely, have a Material Adverse Effect;

 

2.1.9                     Title to Property; No Liens; Leases:  it is the legal and sole beneficial owner of, and has good and marketable title to, all its property, rights and assets and, the same are free and clear of all Liens, except for Permitted Liens or as set forth in Schedule 2.1.9; it has the right to and does enjoy peaceful and undisturbed possession under all leases under which it is leasing property; 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 except for defaults which could not have a Material Adverse Effect;

 

2.1.10              Real and Immovable Property:  Schedule 2.1.10 sets forth the address of each real or immovable property owned or leased by it and, if leased, the landlord thereof; it owns or leases no other material real or immovable property;

 

2.1.11              Material Real Property:  Schedule 2.1.11 sets forth all Material Real Property;

 

2.1.12              Insurance:  a policy of insurance or policies of insurance in compliance with the requirements of Section 13.4 are in effect in respect of it;

 

2.1.13              Intellectual Property:  The Canadian Borrower and the Guarantors own or have a valid license or right to use, all patents, trademarks, service marks, trade names, copyrights, trade dress, domain names, trade secrets, know-how, software, database rights and rights of privacy and other intellectual property (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Schedule 2.1.13 sets forth all trademarks, patents, industrial designs and other intellectual property of or licensed to it; it possesses all the trademarks, trade names, copyrights, patents, industrial designs, licences or rights in any thereof, necessary for the conduct of its business as now conducted and presently proposed to be conducted and, to the best of its knowledge, it is not infringing

 

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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 have a Material Adverse Effect;

 

2.1.14              Compliance with Laws:  its business and operations are in material compliance with all Applicable Laws save and except (a) where such compliance is being contested in good faith or the failure to comply could not reasonably be expected to have a Material Adverse Effect and does not concern environmental matters covered in Section 2.1.14.2, and (b) as set forth in Schedule 2.1.14.  Without limiting the generality of the foregoing:

 

2.1.14.1              Competition and Anti-Trust Laws:  it is in compliance in all material respects with all applicable competition and anti-trust legislation;

 

2.1.14.2              Environmental Matters:

 

2.1.14.2.1             Compliance; Environmental Permits; Communications, Circumstances: (i) to the best of its knowledge, after due inquiry, it is in compliance in all material respects with all applicable Environmental Laws, and (ii) it has not received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, which communication alleges that it has not complied with any Environmental Law where such non-compliance could reasonably be expected to have a Material Adverse Effect;

 

2.1.14.2.2             Environmental Claims: (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) to the best of its knowledge there are no present, past actions, activities, circumstances, conditions, events or incidents (including, without limitation, the release, emission, discharge or disposal of any Hazardous Materials) that could form the basis of any Environmental Claims against it that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect;

 

2.1.14.2.3             Notices or Orders:  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, emissions, discharges or disposals 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, emissions, discharges or disposals of any

 

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Hazardous Materials, which obligation or cost could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect;

 

2.1.14.3              Compliance with PATRIOT Act; FCPA; OFAC:  Each Obligor and each Guarantor is in compliance with the applicable requirements of all Sanctions Applicable Laws and Regulations and the FCPA except in such instances in which (i) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate actions diligently conducted or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect;

 

2.1.14.4              FCPA:  No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Canadian Borrower, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or the CFPOA.  The Canadian Borrower and its Subsidiaries have conducted their businesses in compliance with the FCPA, the UK Bribery Act 2010, the CFPOA 2010 and other similar anti-corruption legislation in other jurisdictions to the extent applicable thereto, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws;

 

2.1.14.5              OFAC:  None of the Canadian Borrower or any of its Subsidiaries, nor, any director or officer of the Canadian Borrower or its Subsidiaries, nor to the knowledge of the Canadian Borrower, any employee or agent of the Canadian Borrower or any of its Subsidiaries, (i) is a Designated Person, (ii) is currently subject to any U.S. sanctions administered by OFAC or (iii) located, organized or resident in a country that is subject of Sanctions Applicable Laws and Regulations.  No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Canadian Borrower, indirectly, in violation of any Sanctions Applicable Laws and Regulations;

 

2.1.15              Taxes:  except as disclosed in Schedule 2.1.15, it has filed when due with the appropriate Governmental Authority all material tax returns, reports and statements required to be filed by it, and it has paid when due all Taxes due and payable on or before the due date thereof (other than Taxes for which  immediate payment is not required by the relevant Governmental Authority, the payment of which is being contested in good faith by appropriate proceedings and in respect of which adequate reserves or provisions have been made in its books and records and other than Taxes in an amount which is not material (either individually or in the aggregate) and which may be owing to Governmental Authorities) and, in the case of Taxes not yet due or payable,

 

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has made adequate reserve or provision for such Taxes in its books and records in accordance with Applicable Accounting Principles;

 

2.1.16              Financial Statements of Canadian Borrower: (i) the audited consolidated financial statements of the Canadian Borrower for its fiscal year ended December 31, 2017 and the unaudited consolidated financial statements of the Canadian Borrower for the fiscal quarter ended September 30, 2018 which have been provided to the Lenders prior to the date hereof are complete and correct and present fairly, in accordance with Applicable Accounting Principles, the consolidated financial position of the Canadian Borrower and its Subsidiaries at their respective dates and the consolidated results of operations, retained earnings and, as applicable, changes in financial position or cash flows of the Canadian Borrower, for the respective periods to which such statements relate; (ii) except as disclosed or reflected in such financial statements, as at September 30, 2018, neither the Canadian 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; and (iii) since September 30, 2018 there has been no change in the consolidated financial condition of the Canadian Borrower from that set forth in the said consolidated financial statements which could have a Material Adverse Effect;

 

2.1.17              Future Financial Statements:  the financial statements delivered from time to time to the Lenders pursuant to Section 13.1.2 are complete and correct in all material respects and present fairly, in accordance with Applicable Accounting Principles (except for changes therein or departures therefrom that are described in the certificate or report 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 Canadian Borrower and its Subsidiaries, as the case may be, 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 Canadian Borrower and its Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders shall constitute a representation and warranty by the Canadian Borrower made on the date the same are furnished to the Lenders 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 Canadian Borrower nor any other Obligor had any liability, contingent or otherwise, or any unrealized or anticipated loss, that could reasonably be expected to have a Material Adverse Effect;

 

2.1.18              Forecasts and Information Supplied:  (i) all factual information that has been made or will be made available to the Lenders by the Canadian Borrower or on its behalf is, or will be, when furnished, complete and correct in all material respects and does not, or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement contained therein not materially misleading in light of the circumstances under which such statements are made; and (ii) such financial

 

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and other information in respect of the Canadian Borrower and its Affiliates (the “Financial Analyses”) that have been or will be made available to the Lenders by the Canadian Borrower or on its behalf have been or will be prepared in good faith based upon reasonable assumptions; provided, however, that the Lenders acknowledge that there is no assurance that actual results will correspond to any financial projections or forecasts contained in the Financial Analyses;

 

2.1.19              No Material Adverse Effect:  there has been no Material Adverse Effect since September 30, 2018; there is no fact known to it which could have a Material Adverse Effect which has not been fully disclosed to the Administrative Agent other than matters of a general economic nature;

 

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 material and necessary under Applicable Laws for the ownership, lease, maintenance and operation of its properties and 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 have a Material Adverse Effect;

 

2.1.21              Withholding of taxes, Etc.:  except as disclosed in Schedule 2.1.21 and Taxes in an amount which is not material (either individually or in the aggregate) and which may be owing to Governmental Authorities, it has deducted and withheld amounts in respect of amounts paid by it to 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              Canadian Borrower not Non-Resident of Canada:  the Canadian Borrower is not a non-resident of Canada for the purposes of the Income Tax Act (Canada);

 

2.1.23              Subsidiaries: Schedule 2.1.23 sets forth a complete and accurate corporate chart and list of all Obligors, showing as of the date hereof, (as to each such Obligor) the jurisdiction of its incorporation or organization, the number of outstanding shares of each class of Equity Interests thereof, the owner of such Equity Interests, the location of its corporate records and its registered and chief executive offices, the provinces/states where it conducts business and the location of any of its places of business and tangible property (if different);

 

2.1.24              Material Contracts:  Schedule 2.1.24 sets forth a complete list of all Material Contracts; it is not in default to perform or observe its obligations under any such Material Contract, which default could have a Material Adverse Effect; the Material Contracts to which it is a party are in full force and effect; except for those already given or obtained, no notice nor consent is required to be given or obtained under any Material Contract in connection with the execution of this Agreement;

 

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2.1.25              Indebtedness:  it has no Indebtedness other than the Existing Indebtedness and the Indebtedness of the Obligors permitted pursuant to the provisions of Subsection 13.3.1;

 

2.1.26              Banking:  it does not maintain a bank account with any financial institution other than Bank of Montreal and its Affiliates except (a) bank accounts listed in Schedule 2.1.26 with less than C$5,000,000 in the aggregate at any given time, (b) bank accounts resulting from a Permitted Acquisition, provided that such bank accounts shall be closed within 12 months after the Permitted Acquisition and maintained in accordance with Section 13.1.13 and (c) such other accounts which are subject to an account control agreement satisfactory to the Administrative Agent or as otherwise approved by the Administrative Agent;

 

2.1.27              Fiscal year end:  except as disclosed in Schedule 2.1.27, the fiscal year end of each of the Obligors is December 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 to be filed with any governmental or regulatory body or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by it which could have a Material Adverse Effect;

 

2.1.29              Pension Plans:

 

2.1.29.1              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 such registered status to be revoked.  The Canadian Pension Plans have been administered in accordance, in all material respects, with the ITA and all other Applicable Laws.  No promises of benefit improvements under the Canadian Pension Plans have been made except where such improvements could not have a Material Adverse Effect.  Except where noncompliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Loan Party has made all contributions required to be made by it in a timely fashion in respect of the applicable Canadian Multi-Employer Plan in accordance with the terms of the applicable collective bargaining agreement relating to such plan;

 

2.1.29.2              no ERISA Event has occurred or is reasonably expected to occur; (ii) neither the Canadian Borrower nor any of its ERISA Affiliates has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201

 

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et seq. or Section 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither the Canadian Borrower nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 2.1.29.2, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

 

2.1.30              No Omissions:  it has not withheld from 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;

 

2.1.31              Anti-Corruption Laws: no part of the proceeds of the Advances shall be used, directly or indirectly by the Canadian Borrower or any Subsidiary: (i) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct business by (A) influencing any act or decision of such Foreign Official in his official capacity, (B) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (C) securing any improper advantage or (D) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; (ii) to violate the Corruption of Foreign Public Officials Act (Canada); or (iii) to violate any other anti-corruption Applicable Law applicable to the Canadian Borrower and each of its Subsidiaries;

 

2.1.32              Anti-money Laundering and Anti-terrorist Financing Laws:  the operations of the Canadian Borrower and each of its Subsidiaries are in compliance in all material respects with applicable financial record keeping and reporting requirements under, and other aspects of, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other anti-money laundering, anti-terrorist financing, and government sanction laws, regulations and guidelines applicable to the Canadian Borrower and each of its Subsidiaries, whether within Canada or elsewhere and no part of the proceeds of the Advances shall be used, directly or indirectly by the Canadian Borrower or any Subsidiary in contravention of any such laws, regulations and guidelines;

 

2.1.33              Margin Regulations; Investment Company Act: as of the Closing Date, not more than 25% of the value of the assets of the Canadian Borrower and its Guarantors, on a consolidated basis, is Margin Stock.  No Obligor is engaged nor will it engage, principally or as one of its important activities, in the business of (i) purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB) or (ii) extending credit for the purpose of

 

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purchasing or carrying margin stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U. No Obligor is an “investment company” as defined in the Investment Company Act of 1940;

 

2.1.34              Solvency: on the Closing Date, after giving effect to the Transactions, the Canadian Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent;

 

2.1.35              Security Documents: except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Security Documents, together with such filings and other actions required to be taken hereby or by the applicable Security Documents, are effective to create in favour of the Administrative Agent for the benefit of the Lenders a legal, valid and perfected Lien and Security Interest on the Collateral with the ranking or priority required by the Collateral and Guarantee Requirement on all right, title and interest of the Canadian Borrower and the other applicable Obligors, respectively, in the Collateral described therein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code, the PPSA or by possession or control).  Notwithstanding anything herein (including this Section 2.1.35) or in any other Loan Document to the contrary, neither the Canadian Borrower nor any other Obligor makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Subsidiary that is not a Obligor, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, in each case, under foreign law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to this Agreement and the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 13.1.9 or 13.1.10 or the proviso at the end of Section 12.1.1, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 12.1.1.

 

2.1.36              Accuracy of Information:  At the time of delivery thereof to any Lender, the information provided by the Borrowers pursuant to Section 13.1.16 is, or will be, when furnished, complete and correct in all material respects on and as of such date.

 

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 the Administrative Agent and the Lenders notwithstanding any investigation heretofore or hereafter made by any of the Lenders and the Administrative Agent or by their respective counsel or by any other representative of the Administrative Agent or the Lenders and all such representations and warranties shall be deemed to be given on the date of this Agreement and, except, if made as of a specific date and for the representations and

 

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warranties set forth in Section 2.1.16 (which shall be read as if they referred to the most recent financial statements delivered by the Obligors to the Administrative Agent pursuant to Section 13.1.2), on each Drawdown Date, on each Conversion Date, on each Rollover Date, on each date of issuance, extension or renewal of a Letter of Credit and on each date of the delivery of a Compliance Certificate, with the same effect, subject to and to the extent consistent with the transactions contemplated hereby and changes to the Schedules made pursuant to Section 13.1.2.10, as if made at and as of each such date, by reference to the facts and circumstances then prevailing.

 

ARTICLE 3
 THE FACILITY A CREDIT

 

3.1                               Obligations of the Lenders and Use of Proceeds

 

3.1.1                     Facility A Commitment:  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, agrees to make its Facility A Commitment under the Facility A Credit available to the Canadian Borrower, on a revolving basis, during the period from the date hereof until the Facility A Termination Date:

 

3.1.1.1                     in CDollars by way of Canadian Rate Advances;

 

3.1.1.2                     in USDollars by way of US Base Rate Advances;

 

3.1.1.3                     in CDollars by way of Acceptance of Bankers’ Acceptances or, as the case may be, BA Equivalent Advances;

 

3.1.1.4                     in USDollars by way of LIBO Rate Advances; and

 

3.1.1.5                     by way of Letters of Credit in CDollars or USDollars (subject to ARTICLE 10);

 

provided that a Lender shall have no obligation (a) to make any Facility A Advance if at any time the amount thereof exceeds its then Facility A Available Commitment; or (b) to make any Advance, Conversion Advance or Rollover Advance under Facility A Credit at any time that a Default or an Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement).

 

3.1.2                     Use of Funds:  The Canadian Borrower agrees to use the proceeds of the Advances under the Facility A Credit:  (i) for ongoing operating and working capital requirements and general corporate purposes of any member of the Group; (ii) to finance Capital Expenditures and acquisitions and investments incurred or made in accordance with the provisions hereof including Permitted Acquisitions; (iii) to finance Permitted Note Redemptions from time to time up to a maximum aggregate principal amount of C$100,000,000 or its Equivalent Amount in USDollars (such aggregate amount to be determined for the period from the Closing Date to the Maturity Date) and provided that the ratio of the outstanding principal amount under the Credit to Adjusted EBITDA is equal to or less than 4.50:1 immediately before and after giving effect to such Permitted

 

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Note Redemption; and (iv) such other purposes as the Administrative Agent may authorize from time to time in writing.

 

3.1.3                     Termination of Facility A Commitments:  The Facility A Total Commitment and the Facility A Commitment of each Lender shall terminate on the Facility A Termination Date.

 

3.1.4                     Maximum Amount of Letters of Credit:  The Letter of Credit Exposure under the Facility A Credit shall not, at any time, exceed C$80,000,000.

 

3.2                               Direct Advances and Bankers’ Acceptances

 

3.2.1                     Subject to the terms and conditions hereof, from time to time during the period from the date hereof until the Facility A Termination Date and upon giving to the Administrative Agent prior written notice in accordance with Section 3.4 by means of a Notice of Borrowing, the Canadian Borrower may borrow from each Lender, through the Administrative Agent, up to the amount of its Facility A Available Commitment:

 

3.2.1.1                     by way of Canadian Rate Advance provided the aggregate amount of each such Advance shall be C$500,000 or in integral multiples of C$100,000 in excess of such amount;

 

3.2.1.2                     by way of US Base Rate Advance provided the aggregate amount of each such Advance shall be US$500,000 or in integral multiples of US$100,000 in excess of such amount;

 

3.2.1.3                     by way of LIBO Rate Advance provided the aggregate amount of each such Advance shall be US$1,000,000 or in integral multiples of US$100,000 in excess of such amount; and

 

3.2.1.4                     by way of Acceptance of Bankers’ Acceptances (or, as the case may be, BA Equivalent Advances) provided the aggregate amount of each such Advance shall be C$5,000,000 or in integral multiples of C$100,000 in excess of such amount.

 

3.2.2                     In each Notice of Borrowing in which the Canadian Borrower has elected to pay interest at LIBO Rate (plus the Applicable Margin) on all or part of the Borrowing, the Canadian Borrower shall specify the duration it selects for the initial Interest Period with respect to such LIBO Rate Loan Portion in accordance with Section 8.8.

 

3.2.3                     In each Notice of Borrowing in which the Canadian Borrower has elected Bankers’ Acceptances, the Canadian Borrower shall specify the maturity date for such Bankers’ Acceptances in accordance with Section 9.1.3. Borrowings by way of Bankers’ Acceptances shall be in accordance with ARTICLE 9.

 

3.2.4                     Each Notice of Borrowing shall be irrevocable and binding on the Canadian Borrower. In all cases the Drawdown Date shall be a Banking Day if only Advances in CDollars are requested, or a Business Day, for all other Advances.

 

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3.2.5                     Within the limits of each Lender’s Facility A Commitment, the Canadian Borrower may borrow under this Section 3.2, repay pursuant to Section 7.2 and reborrow under this Section 3.2.

 

3.2.6                     Any obligation of a Lender to make LIBO Rate Advances is subject to availability.

 

3.3                               Letters of Credit

 

Subject to the terms and conditions hereof and provided that no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement) and during the period from the date of this Agreement until 30 days prior to the Facility A Maturity Date, the Canadian Borrower may request the issuance of Facility A Letters of Credit in accordance with ARTICLE 10.

 

3.4                               Notice Provisions

 

3.4.1                     For each Borrowing (other than a Swingline Advance), each optional repayment and each conversion with respect to the Facility A Credit, the Administrative Agent shall have received prior to 10:00 a.m. (Toronto time) from the Canadian Borrower in writing a Notice of Borrowing, a Notice of Optional Repayment, a Notice of Conversion or a Notice of Rollover, as the case may be, in accordance with the following:

 

3.4.1.1                     at least one (1) Banking Day prior to the Drawdown Date, the Conversion Date or Optional Repayment Date, as the case may be, for each Borrowing, conversion or optional repayment by way of Canadian Rate Advance or US Base Rate Advance,

 

3.4.1.2                     at least two (2) Banking Days prior to the Drawdown Date, Conversion Date or Rollover Date, as the case may be, for each Borrowing or conversion by way of Acceptance,

 

3.4.1.3                     at least three (3) Business Days prior to the Drawdown Date, Conversion Date or Rollover Date, as the case may be, for each Borrowing or conversion by way of LIBO Rate Advance; and

 

3.4.1.4                     for each Borrowing by way of a Letter of Credit, as provided in Section 10.7.

 

3.4.2                     If the Canadian Borrower gives a Notice of Borrowing to the Administrative Agent in accordance with Section 3.4.1 or a Notice of Conversion or a Notice of Rollover to the Administrative Agent, the Administrative Agent shall on the same day it receives such Notice of Borrowing, Notice of Conversion or Notice of Rollover, notify each Lender by fax of the particulars of such request for a Borrowing, Conversion Advance or Rollover Advance and, in the case of a Borrowing, such Lender’s Facility A Participation in the proposed Borrowing and each Lender shall, no later than 2:00 p.m. (Toronto time) on the Drawdown Date, make or procure to be made its Facility A Participation in the Borrowing available to the Administrative Agent.

 

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3.4.3                     Subject to the terms hereof, the Administrative Agent shall make each such Borrowing available to the Canadian Borrower for value on the Drawdown Date.

 

3.5                               Pro Rata Treatment

 

Except for Swingline Advances which shall be requested only from the Swingline Lender, the Canadian Borrower agrees to request through the Administrative Agent any Borrowing under the Facility A Credit from the Lenders pro rata in all respects according to their respective Facility A Commitments (determined without taking into account the Swingline Loan or Swingline Limit) and the Lenders agree to make each such Borrowings available to the Canadian Borrower, through the Administrative Agent, pro rata in all respects according to their respective Facility A Commitments (determined without taking into account the Swingline Loan or Swingline Limit).  A Lender shall not be responsible for the Facility A Commitment of any other Lender.  Without prejudice to the rights of the Canadian Borrower against a defaulting Lender, the failure or incapacity of a Lender to make available its Facility A Participation in a Borrowing to the Canadian Borrower in accordance with its obligations under this Agreement does not release the other Lenders from their obligations.

 

3.6                               Accounts kept by the Administrative Agent

 

The Administrative Agent shall keep in its books, accounts for the Facility A Loan and other amounts payable by the Canadian Borrower under this Agreement.  The Administrative Agent shall keep appropriate registers showing, as debits, the amount of the indebtedness of the Canadian Borrower towards it in respect of the Facility A Loan, the amount and date of each Advance, Conversion Advance and Rollover Advance, 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 or interest made in respect of such indebtedness as well as other amounts paid by the Canadian Borrower pursuant hereto.  Such registers shall constitute (in the absence of manifest error) prima facie evidence of their content against the Canadian Borrower and the Lenders; provided that the obligation of the Canadian 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 Administrative Agent to keep such registers.  The Administrative Agent shall supply any Lender and the Canadian Borrower, on demand, with copies of such registers.

 

3.7                               Accounts kept by the Swingline Lender

 

The Swingline Lender shall keep in its books, in respect of the Swingline Loan, accounts for the Swingline Loan and other amounts payable by the Canadian Borrower to it under this Agreement.  The Swingline Lender shall make appropriate entries showing, as debits, the amount of the indebtedness of the Canadian Borrower towards it in respect of the Swingline Loan, the amount of all accrued interest and any other amount due to the Swingline 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 the Swingline Lender pursuant hereto.

 

3.8                               Conversion Option

 

At any time prior to the Facility A Maturity Date, subject to Section 7.1, and provided that no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement), the Canadian Borrower may elect to convert by Notice of Conversion received by the Administrative Agent, and on the Conversion Date set forth therein

 

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the Canadian Borrower shall convert, any US Base Rate Loan, Canadian Rate Loan, LIBO Rate Loan or Bankers’ Acceptance or any portion thereof outstanding under the Facility A Credit (each a “Converted Advance”) into another basis of funding in the same currency under the Facility A Credit (each a “Conversion Advance”) other than Letters of Credit.  The provisions of this Agreement relating to Canadian Rate Advances, US Base Rate Advances, LIBO Rate Advances and Acceptances shall apply mutatis mutandis to Conversion Advances comprising Canadian Rate Advances, US Base Rate Advances, LIBO Rate Advances and Acceptances, respectively.

 

3.9                               Swingline Loan

 

3.9.1                     At any time that the Canadian Borrower would be entitled to obtain Facility A Advances and to such extent provided in this Section 3.9, the Canadian Borrower shall be entitled to create or increase an overdraft in its CDollar Current Account or USDollar Current Account, without having to provide to the Administrative Agent a Notice of Borrowing. The Swingline CDollar Availment and Swingline USDollar Availment from time to time outstanding shall be deemed to be a Canadian Rate Loan or a US Base Rate Loan respectively.

 

3.9.2                     The Canadian Borrower undertakes not to permit the Swingline Loan 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 at any time the creation or the increase of an overdraft in the CDollar Current Account or USDollar Current Account (a “Swingline Advance”), to the extent that at such time the Swingline Loan would exceed the Swingline Limit.

 

3.9.3                     It is the intention of the parties hereto that the Swingline Loan be available to the Canadian Borrower pending the obtaining of Facility A Advances pursuant to Section 3.2.  Accordingly, on any Banking Day the Swingline Loan equals or exceeds the Swingline Limit or, from time to time, as the Swingline Lender, in its sole and entire discretion, deems it appropriate, the Swingline Lender shall deliver a written notice to the Administrative Agent (which in turn will provide notice to, in accordance with the provisions of this Agreement, each of the Lenders and to the Canadian Borrower), requiring repayment of the Swingline Loan then outstanding or any portion thereof.  Such written notice from the Swingline Lender to the Administrative Agent shall be delivered not later than 11:00 a.m. (Toronto time) one (1) Banking Day prior to the proposed date of repayment of the Swingline Loan then outstanding or any portion thereof and any repayment amount specified in such notice may be for the full amount of the Swingline Loan then outstanding or be in a minimum amount of C$500,000 or US$500,000, as the case may be, and multiples of C$100,000 or US$100,000 respectively in excess thereof.  The Canadian Borrower shall be deemed to have given at such time a Notice of Borrowing to the Administrative Agent requesting a Canadian Rate Advance and a US Base Rate Advance, as applicable, under the Facility A Credit in an amount equal to the portion of the Swingline Loan owing by the Canadian Borrower and to be

 

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repaid as specified by the Swingline Lender.  If the aggregate principal amount of all such requested Advances and the Facility A Loan outstanding would not exceed the Facility A Total Commitment at such time, and no Event of Default is then continuing, the Lenders shall make such requested Advances on the next Banking Day and the Administrative Agent shall apply the proceeds thereof in full and partial repayment, as the case may be, of the Swingline Loan then outstanding.  The Administrative Agent shall promptly notify the Canadian Borrower of any such Advance made, and the Canadian Borrower agrees to accept each such Advance and hereby irrevocably authorizes and directs the Administrative Agent to apply the proceeds thereof in payment of the Swingline Loan as aforesaid.

 

3.9.4                     If at any time that the Facility A Total Commitment has been terminated following an Event of Default as provided in Section 15.2 and the Facility A Loan is not outstanding rateably from the Lenders (with the outstanding Swingline Loan being deemed for such purpose outstanding under the Swingline Lender’s Facility A Commitment), 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 Facility A Advances outstanding from all Lenders being equal to the ratio of their Facility A 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 Facility A Advances under the Facility A Credit will be outstanding rateably from the Lenders.  The Administrative 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 Administrative Agent, to execute any document as attorney for any Lender in order to complete any such purchase and sale.  The Canadian Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Canadian Borrower expressly consents to the foregoing arrangements among such Lenders.

 

3.9.5                     Each of the Lenders shall indemnify and save harmless the Swingline Lender (to the extent not reimbursed by the Canadian Borrower) on a rateable basis based on the Facility A Commitment of each such 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 negligence or wilful misconduct of the Swingline Lender.

 

3.9.6                     The Canadian Borrower shall advise the Swingline Lender from time to time but not more frequently than as may be agreed by the Swingline Lender as to

 

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the allocation of the Swingline Limit between the CDollar Current Account and the USDollar Current Account.

 

3.10                        Increase of the Facility A Credit

 

3.10.1              At any time, prior to the Facility A Maturity Date, subject to Section 7.1, the Canadian Borrower may, by notice in writing to the Administrative Agent (an “Accordion Notice”), from time to time request that the then existing amount of the Facility A Credit be increased by an amount of up to C$50,000,000 (in the aggregate for all Accordion Notices with respect to the Facility A Credit) and advising whether (i) the Canadian Borrower wishes to arrange for such requested increase to be provided by another bank or financial institution, which bank or financial institution must satisfy the conditions of Section 22.2.4.3 and must agree to be bound by the terms and conditions of this Agreement as a Lender, or (ii) the Canadian Borrower wishes to request each Lender to participate, subject to the Affiliated Lender Cap, in such increase in accordance with their Facility A Participation. Within 20 Banking Days of the receipt by the Administrative Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Administrative Agent as to whether or not it intends to participate in such increase of the Facility A Credit.  If such advice is not received from a Lender within such 20 Banking Day period, then such Lender will be deemed not to have agreed to participate in the increase.  In the event that not all of the Lenders agree to participate in the increase of the Facility A Credit, then the Administrative Agent shall so advise the Canadian Borrower which shall have the right to deliver a further request to the Administrative Agent for those Lenders participating in the increase of the Facility A Credit, to participate in any shortfall in the requested increase in the Facility A Credit on a pro rata basis in accordance with the Facility A Commitments of those participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of the Facility A Credit, within five Banking Days of such further request.  In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of the Facility A Credit, within five Banking Days of such further request.  To the extent that the participating Lenders do not agree to participate in the request for the increase in the Facility A Credit, then the Canadian Borrower may either arrange for such shortfall in the requested increase from another bank or financial institution, which bank or financial institution must satisfy the conditions of Section 22.2.4.3, must agree to be bound by the terms and conditions of this Agreement as a Lender, or accept the lower amount of the increase in the Facility A Credit, as accepted by the participating Lenders;

 

3.10.2              Each Accordion Notice delivered by the Canadian Borrower shall be substantially in the form of Schedule 3.10.2 and the delivery of an Accordion

 

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Notice shall constitute a representation and warranty of the Canadian Borrower that the representation in Section 2.1.4 is accurate after giving effect to the increase in the Facility A Credit, requested by such Accordion Notice and a covenant of the Canadian Borrower to provide a copy or other evidence of such Required Approvals, if any, to the Administrative Agent;

 

3.10.3              No increase in the aggregate amount of the Facility A Credit shall be permitted at any time that a Default or Event of Default has occurred and is continuing;

 

3.10.4              Upon completion of the request process set forth in Section 3.10.1, the Administrative Agent shall promptly notify the Canadian Borrower and the Lenders of the increased Facility A Commitments of participating Lenders and the individual Commitment of any bank which has become a Lender as contemplated by Section 3.10.1; and

 

3.10.5              Any upfront fee payable by the Canadian Borrower in accordance with any increase to the Facility A Credit pursuant to this Section 3.10 shall be negotiated and agreed upon between the Canadian Borrower and the relevant Lender.

 

ARTICLE 4
 THE FACILITY B CREDIT

 

4.1                               Obligations of the Lenders and Use of Proceeds

 

4.1.1                     Facility B Commitment: 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, agrees to make its Facility B Commitment under the Facility B Credit available in CDollars or USDollars by way of Facility B Letters of Credit (subject to section 10.2) provided that a Lender shall have no obligation (a) to make any Facility B Advance if at any time the amount thereof exceeds its then Facility B Available Commitment; or (b) to make any Advance under Facility B Credit if a Default or an Event of Default has occurred and is continuing which has not been waived pursuant to this Agreement.

 

4.1.2                     Use of funds: The Canadian Borrower agrees to use the Facility B Credit solely to issue letters of credit to guarantee the performance of obligations of any member of the Group that is acceptable to the Administrative Agent.

 

4.2                               Facility B Letters of Credit

 

Subject to the terms and conditions hereof and provided no Default has occurred and is continuing and no Event of Default has occurred which has not been waived, during the period from the date of this Credit Agreement until 30 days prior to the Facility B Maturity Date, the Canadian Borrower may request the issuance of Facility B Letters of Credit in CDollars or USDollars in accordance with ARTICLE 10.

 

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ARTICLE 5
 THE FACILITY C CREDIT

 

5.1                               Obligations of the Lenders and Use of Proceeds

 

5.1.1                     Facility C Commitment:  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, agrees to make its Facility C Commitment under the Facility C Credit available to the US Borrower, on a revolving basis, during the period from the date hereof until the Facility C Termination Date:

 

5.1.1.1                     in USDollars by way of US Prime Rate Advances;

 

5.1.1.2                     in USDollars by way of LIBO Rate Advances; and

 

5.1.1.3                     in USDollars by way of Sweep to Loan Arrangement as US Prime Rate Advances;

 

provided that a Lender shall have no obligation (a) to make any Facility C Advance if at any time the amount thereof exceeds its then Facility C Available Commitment; or (b) to make any Advance or Conversion Advance under Facility C Credit at any time that a Default or an Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement).

 

5.1.2                     Use of Funds:  The US Borrower agrees to use the proceeds of the Advances under the Facility C Credit:  (i) for ongoing operating and working capital requirements and general corporate purposes of any member of the Group; (ii) to finance Capital Expenditures and acquisitions and investments incurred or made in accordance with the provisions hereof including Permitted Acquisitions; and (iii) such other purposes as the Administrative Agent may authorize from time to time in writing.

 

5.1.3                     Termination of Facility C Commitments:  The Facility C Total Commitment and the Facility C Commitment of each Lender shall terminate on the Facility C Termination Date.

 

5.2                               Direct Advances

 

5.2.1                     Subject to the terms and conditions hereof, from time to time during the period from the date hereof until the Facility C Termination Date and upon giving to the Administrative Agent prior written notice in accordance with Section 5.3 by means of a Notice of Borrowing (except in the case of a US Prime Rate Advance pursuant to the Sweep to Loan Arrangement), the US Borrower may borrow from each Lender, through the Administrative Agent, up to the amount of its Facility C Available Commitment:

 

5.2.1.1                     by way of US Prime Rate Advance provided the aggregate amount of each such Advance shall be US$500,000 or in integral multiples of US$100,000 in excess of such amount; and

 

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5.2.1.2                     by way of LIBO Rate Advance provided the aggregate amount of each such Advance shall be US$1,000,000 or in integral multiples of US$100,000 in excess of such amount.

 

5.2.2                     In each Notice of Borrowing in which the US Borrower has elected to pay interest at LIBO Rate (plus the Applicable Margin) on all or part of the Borrowing, the US Borrower shall specify the duration it selects for the initial Interest Period with respect to such LIBO Rate Loan Portion in accordance with Section 8.8.

 

5.2.3                     Each Notice of Borrowing shall be irrevocable and binding on the US Borrower.  In all cases the Drawdown Date shall be a Business Day.

 

5.2.4                     Within the limits of each Lender’s Facility C Commitment, the US Borrower may borrow under this Section 5.2, repay pursuant to Section 7.5 and reborrow under this Section 5.2.

 

5.2.5                     Any obligation of a Lender to make LIBO Rate Advances is subject to availability.

 

5.2.6                     So long as a Sweep to Loan Arrangement is in effect, and subject to the terms and conditions thereof, Swingline Loans made by the Lender may be advanced and prepaid hereunder notwithstanding any notice, minimum amount, or funding and payment location requirements hereunder for any advance of Facility C Loans or for any prepayment of any Facility C Loans under the Sweep to Loan Arrangement.

 

5.3                               Notice Provisions

 

5.3.1                     For each Borrowing, each optional repayment and each conversion with respect to the Facility C Credit, the Administrative Agent shall have received prior to 10:00 a.m. (Toronto time) from the US Borrower in writing a Notice of Borrowing, a Notice of Optional Repayment, a Notice of Conversion or Notice of Rollover, as the case may be, in accordance with the following:

 

5.3.1.1                     at least one (1) Banking Day prior to the Drawdown Date, the Conversion Date or Optional Repayment Date, as the case may be, for each Borrowing, conversion or optional repayment by way of US Prime Rate Advance, and

 

5.3.1.2                     at least three (3) Business Days prior to the Drawdown Date, Conversion Date or Rollover Date, as the case may be, for each Borrowing or conversion by way of LIBO Rate Advance.

 

5.3.2                     If the US Borrower gives a Notice of Borrowing to the Administrative Agent in accordance with Section 5.3.1, or a Notice of Conversion or a Notice of Rollover, the Administrative Agent shall on the same day it receives such Notice of Borrowing, Notice of Conversion or Notice of Rollover notify each Lender by fax of the particulars of such request for a Borrowing, Conversion Advance or Rollover Advance and, in the case of a Borrowing, such Lender’s Facility C Participation in the proposed Borrowing and each Lender shall, no later than 2:00 p.m. (Toronto time) on the Drawdown Date, make or procure to

 

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be made its Facility C Participation in the Borrowing available to the Administrative Agent.

 

5.3.3                     Subject to the terms hereof, the Administrative Agent shall make each such Borrowing available to the US Borrower for value on the Drawdown Date.

 

5.4                               Pro Rata Treatment

 

The US Borrower agrees to request through the Administrative Agent any Borrowing under the Facility C Credit from the Lenders pro rata in all respects according to their respective Facility C Commitments and the Lenders agree to make each such Borrowings available to the US Borrower, through the Administrative Agent, pro rata in all respects according to their respective Facility C Commitments.  A Lender shall not be responsible for the Facility C Commitment of any other Lender.  Without prejudice to the rights of the US Borrower against a defaulting Lender, the failure or incapacity of a Lender to make available its Facility C Participation in a Borrowing to the US Borrower in accordance with its obligations under this Agreement does not release the other Lenders from their obligations.

 

5.5                               Accounts kept by the Administrative Agent

 

The Administrative Agent shall keep in its books, accounts for the Facility C Loan and other amounts payable by the US Borrower under this Agreement.  The Administrative Agent shall keep appropriate registers showing, as debits, the amount of the indebtedness of the US Borrower towards it in respect of the Facility C Loan, the amount and date of each Advance, Conversion Advance and Rollover Advance, 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 or interest made in respect of such indebtedness as well as other amounts paid by the US Borrower pursuant hereto.  Such registers shall constitute (in the absence of manifest error) prima facie evidence of their content against the US Borrower and the Lenders; provided that the obligation of the US 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 Administrative Agent to keep such registers.  The Administrative Agent shall supply any Lender and the US Borrower, on demand, with copies of such registers.

 

5.6                               Conversion Option

 

At any time prior to the Facility C Maturity Date, subject to Section 7.4 and provided that no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement), the US Borrower may elect to convert by Notice of Conversion received by the Administrative Agent, and on the Conversion Date set forth therein the US Borrower shall convert, any US Prime Rate Loan, or LIBO Rate Loan or any portion thereof outstanding under the Facility C Credit (each a “Converted Advance”) into another basis of funding in the same currency under the Facility C Credit (each a “Conversion Advance”).  The provisions of this Agreement relating to US Prime Rate Advances and LIBO Rate Advances shall apply mutatis mutandis to Conversion Advances comprising US Prime Rate Advances and LIBO Rate Advances, respectively.

 

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ARTICLE 6
 FACILITY D CREDIT

 

6.1                               Obligations of the Lenders and Use of Proceeds

 

6.1.1                     Facility D Commitment:  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, agrees to make its Facility D Commitment under the Facility D Credit available to the US Borrower, on a revolving basis, during the period from the date hereof until the Facility D Termination Date:

 

6.1.1.1                     in USDollars by way of US Prime Rate Advances; and

 

6.1.1.2                     in USDollars by way of LIBO Rate Advances;

 

provided that a Lender shall have no obligation (a) to make any Facility D Advance if at any time the amount thereof exceeds its then Facility D Available Commitment; or (b) to make any Advance or Conversion Advance under Facility D Credit at any time that a Default or an Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement).

 

6.1.2                     Use of Funds:  The US Borrower agrees to use the proceeds of the Advances under the Facility D Credit: (i) for ongoing operating and working capital requirements and general corporate purposes of any member of the Group; (ii) to finance Capital Expenditures and acquisitions and investments incurred or made in accordance with the provisions hereof including Permitted Acquisitions; and (iii) such other purposes as the Administrative Agent may authorize from time to time in writing.

 

6.1.3                     Termination of Facility D Commitments:  The Facility D Total Commitment and the Facility D Commitment of each Lender shall terminate on the Facility D Termination Date.

 

6.2                               Direct Advances

 

6.2.1                     Subject to the terms and conditions hereof, from time to time during the period from the date hereof until the Facility D Termination Date and upon giving to the Administrative Agent prior written notice in accordance with Section 6.3 by means of a Notice of Borrowing, the US Borrower may borrow from each Lender, through the Administrative Agent, up to the amount of its Facility D Available Commitment:

 

6.2.1.1                     by way of US Prime Rate Advance provided the aggregate amount of each such Advance shall be US$500,000 or in integral multiples of US$100,000 in excess of such amount; and

 

6.2.1.2                     by way of LIBO Rate Advance provided the aggregate amount of each such Advance shall be US$1,000,000 or in integral multiples of US$100,000 in excess of such amount.

 

6.2.2                     In each Notice of Borrowing in which the US Borrower has elected to pay interest at LIBO Rate (plus the Applicable Margin) on all or part of the

 

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Borrowing, the US Borrower shall specify the duration it selects for the initial Interest Period with respect to such LIBO Rate Loan Portion in accordance with Section 8.8.

 

6.2.3                     Each Notice of Borrowing shall be irrevocable and binding on the US Borrower.  In all cases the Drawdown Date shall be a Business Day.

 

6.2.4                     Within the limits of each Lender’s Facility D Commitment, the US Borrower may borrow under this Section 6.2, repay pursuant to Section 7.7 and reborrow under this Section 6.2.

 

6.2.5                     Any obligation of a Lender to make LIBO Rate Advances is subject to availability.

 

6.3                               Notice Provisions

 

6.3.1                     For each Borrowing, each optional repayment and each conversion with respect to the Facility D Credit, the Administrative Agent shall have received prior to 10:00 a.m. (Toronto time) from the US Borrower in writing a Notice of Borrowing, a Notice of Optional Repayment, a Notice of Conversion or Notice of Rollover, as the case may be, in accordance with the following:

 

6.3.1.1                     at least one (1) Banking Day prior to the Drawdown Date, the Conversion Date or Optional Repayment Date, as the case may be, for each Borrowing, conversion or optional repayment by way of US Prime Rate Advance; and

 

6.3.1.2                     at least three (3) Business Days prior to the Drawdown Date, Conversion Date or Rollover Date, as the case may be, for each Borrowing or conversion by way of LIBO Rate Advance.

 

6.3.2                     If the US Borrower gives a Notice of Borrowing to the Administrative Agent in accordance with Section 6.3.1 or a Notice of Conversion or a Notice of Rollover, the Administrative Agent shall on the same day it receives such Notice of Borrowing, Notice of Conversion or Notice of Rollover notify each Lender [by fax] of the particulars of such request for a Borrowing, Conversion Advance or Rollover Advance and, in the case of a Borrowing, such Lender’s Facility D Participation in the proposed Borrowing and each Lender shall, no later than 2:00 p.m. (Toronto time) on the Drawdown Date, make or procure to be made its Facility D Participation in the Borrowing available to the Administrative Agent.

 

6.3.3                     Subject to the terms hereof, the Administrative Agent shall make each such Borrowing available to the US Borrower for value on the Drawdown Date.

 

6.4                               Pro Rata Treatment

 

The US Borrower agrees to request through the Administrative Agent any Borrowing under the Facility D Credit from the Lenders pro rata in all respects according to their respective Facility D Commitments and the Lenders agree to make each such Borrowings available to the US Borrower, through the Administrative Agent, pro rata in all respects according to their respective Facility D Commitments. A Lender shall not be responsible for the Facility D

 

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Commitment of any other Lender.  Without prejudice to the rights of the US Borrower against a defaulting Lender, the failure or incapacity of a Lender to make available its Facility D Participation in a Borrowing to the US Borrower in accordance with its obligations under this Agreement does not release the other Lenders from their obligations.

 

6.5                               Accounts kept by the Administrative Agent

 

The Administrative Agent shall keep in its books, accounts for the Facility D Loan and other amounts payable by the US Borrower under this Agreement.  The Administrative Agent shall keep appropriate registers showing, as debits, the amount of the indebtedness of the US Borrower towards it in respect of the Facility D Loan, the amount and date of each Advance, Conversion Advance and Rollover Advance, 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 or interest made in respect of such indebtedness as well as other amounts paid by the US Borrower pursuant hereto.  Such registers shall constitute (in the absence of manifest error) prima facie evidence of their content against the US Borrower and the Lenders; provided that the obligation of the US 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 Administrative Agent to keep such registers.  The Administrative Agent shall supply any Lender and the US Borrower, on demand, with copies of such registers.

 

6.6                               Conversion Option

 

At any time prior to the Facility D Maturity Date, subject to Section 7.6 and provided that no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement), the US Borrower may elect to convert by Notice of Conversion received by the Administrative Agent, and on the Conversion Date set forth therein the US Borrower shall convert, any US Prime Rate Loan, or LIBO Rate Loan or any portion thereof outstanding under the Facility D Credit (each a “Converted Advance”) into another basis of funding in the same currency under the Facility D Credit (each a “Conversion Advance”).  The provisions of this Agreement relating to US Prime Rate Advances and LIBO Rate Advances shall apply mutatis mutandis to Conversion Advances comprising US Prime Rate Advances and LIBO Rate Advances, respectively.

 

ARTICLE 7
 REPAYMENT

 

7.1                               Mandatory Repayment of the Facility A Loan

 

7.1.1                     The Canadian Borrower shall repay in full the Facility A Loan to the Lenders on the Facility A 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 Facility A Credit and the Facility A Loan.  In the event that on the Facility A Maturity Date there are any outstanding Bankers’ Acceptances or Letters of Credit under the Facility A Credit, the Canadian Borrower shall thereupon provide the Administrative Agent for the account of the Lenders as cash collateral with funds for the full face amount of all such Bankers’ Acceptances and for the full amount of the Letter of Credit Exposure which cash collateral shall be held in

 

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an interest bearing account at a branch of the Administrative Agent for the benefit of the Canadian Borrower, it being understood and agreed that, subject to the compensation rights of the Administrative Agent and the Lenders, all funds provided by the Canadian Borrower to the Lenders to cover any Letter of Credit Exposure shall be returned by the Administrative Agent to the Canadian Borrower together with interest earned in such interest bearing account to the extent any Letters of Credit then outstanding are not drawn upon.

 

7.1.2                     Should the amount of any payment by the Canadian Borrower be applied against repayment of any LIBO Rate Loan Portion on a day other than the last day of the then current Interest Period with respect of such LIBO Rate Loan Portion, the Canadian Borrower shall, in addition, pay the amount calculated as set forth in Section 11.10.3.

 

7.2                               Optional Repayments of Facility A Loan

 

7.2.1                     At any time prior to the Facility A Maturity Date, subject to Section 7.8, the Canadian Borrower may elect to repay by a Notice of Optional Repayment received by the Administrative Agent and on the Optional Repayment Date set forth therein the Canadian Borrower shall repay to the Administrative Agent for the account of the Lenders in CDollars or USDollars as the case may be, all or part of the Facility A Loan outstanding by way of Canadian Rate Advances, US Base Rate Advances and LIBO Rate Advances with interest accrued to the date of such repayment.  Within the limits of the Facility A Available Commitment and subject to the terms of this Agreement, the Canadian Borrower may reborrow under the Facility A Credit any amount so repaid; for greater certainty, the Canadian Borrower may not reborrow any amount repaid after the Facility A Termination Date.  The provisions of this Section 7.2.1 shall not apply to the repayment of Swingline Advances, which repayment may be made by the Canadian Borrower at any time and without notice.

 

7.2.2                     An 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 Administrative 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 satisfactory to the Administrative Agent of such full release and discharge being delivered to the Administrative Agent together with the original of such Letter of Credit which shall be returned to the Issuing Bank.

 

7.2.3                     In addition, the Canadian Borrower may, upon the notice provided for in Section 7.2.1, cancel any portion of the Facility A Credit which has not been drawn.  No commitment fee (described in Section 8.12) shall be payable in respect of any portion of the Facility A Credit so cancelled as and from the effective date of its cancellation.  The Canadian Borrower shall not be permitted to draw Advances in respect of any portion of the Facility A Credit so cancelled.

 

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7.3                               Mandatory Repayment of the Facility B Loan

 

7.3.1                     Subject to the provisions of Section 10.8.2, the Facility B Loan and all other amounts owing from time to time in respect of Facility B Credit shall be payable on the Facility B Maturity Date.

 

7.3.2                     In the event that on the Facility B Maturity Date there are any outstanding Letters of Credit under the Facility B Credit, the Canadian Borrower shall thereupon provide the Administrative Agent for the account of the Lenders as cash collateral with funds for the full amount of the Letter of Credit Exposure which cash collateral shall be held in an interest bearing account at a branch of the Administrative Agent for the benefit of the Canadian Borrower, it being understood and agreed that, subject to the compensation rights of the Administrative Agent and the Lenders, all funds provided by the Canadian Borrower to the Lenders to cover any Letter of Credit Exposure shall be returned by the Administrative Agent to the Canadian Borrower together with interest earned in such interest bearing account to the extent any Letters of Credit then outstanding are not drawn upon.

 

7.4                               Mandatory Repayment of the Facility C Loan

 

7.4.1                     The US Borrower shall repay in full the Facility C Loan to the Lenders on the Facility C 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 Facility C Credit and the Facility C Loan.

 

7.4.2                     Should the amount of any payment by the US Borrower be applied against repayment of any LIBO Rate Loan Portion on a day other than the last day of the then current Interest Period with respect of such LIBO Rate Loan Portion, the US Borrower shall, in addition, pay the amount calculated as set forth in Section 11.10.3.

 

7.5                               Optional Repayments of Facility C Loan

 

7.5.1                     At any time prior to the Facility C Maturity Date, subject to Section 7.8, the US Borrower may elect to repay by a Notice of Optional Repayment received by the Administrative Agent and on the Optional Repayment Date set forth therein the US Borrower shall repay to the Administrative Agent for the account of the Lenders in USDollars all or part of the Facility C Loan outstanding by way of US Prime Rate Advances and LIBO Rate Advances with interest accrued to the date of such repayment.  Within the limits of the Facility C Available Commitment and subject to the terms of this Agreement, the US Borrower may reborrow under the Facility C Credit any amount so repaid; for greater certainty, the US Borrower may not reborrow any amount repaid after the Facility C Termination Date.

 

7.5.2                     In addition, the US Borrower may, upon the notice provided for in Section 7.5.1, cancel any portion of the Facility C Credit which has not been drawn.  No commitment fee (described in Section 8.12) shall be payable in respect of any portion of the Facility C Credit so cancelled as and from the

 

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effective date of its cancellation.  The US Borrower shall not be permitted to draw Advances in respect of any portion of the Facility C Credit so cancelled.

 

7.6                               Mandatory Repayment of the Facility D Loan

 

7.6.1                     The US Borrower shall repay in full the Facility D Loan to the Lenders on the Facility D 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 Facility D Credit and the Facility D Loan.

 

7.6.2                     Should the amount of any payment by the US Borrower be applied against repayment of any LIBO Rate Loan Portion on a day other than the last day of the then current Interest Period with respect of such LIBO Rate Loan Portion, the US Borrower shall, in addition, pay the amount calculated as set forth in Section 11.10.3.

 

7.7                               Optional Repayments of Facility D Loan

 

7.7.1                     At any time prior to the Facility D Maturity Date, subject to Section 7.8, the US Borrower may elect to repay by a Notice of Optional Repayment received by the Administrative Agent and on the Optional Repayment Date set forth therein the US Borrower shall repay to the Administrative Agent for the account of the Lenders in USDollars all or part of the Facility D Loan outstanding by way of US Prime Rate Advances and LIBO Rate Advances with interest accrued to the date of such repayment.  Within the limits of the Facility D Available Commitment and subject to the terms of this Agreement, the US Borrower may reborrow under the Facility D Credit any amount so repaid; for greater certainty, the US Borrower may not reborrow any amount repaid after the Facility D Termination Date.

 

7.7.2                     In addition, the US Borrower may, upon the notice provided for in Section 7.7.1, cancel any portion of the Facility D Credit which has not been drawn. No commitment fee (described in Section 8.12) shall be payable in respect of any portion of the Facility D Credit so cancelled as and from the effective date of its cancellation. The US Borrower shall not be permitted to draw Advances in respect of any portion of the Facility D Credit so cancelled.

 

7.8                               Requirements for Optional Repayments and Conversions and Rollovers of Loan

 

Each optional repayment pursuant to Section 7.2, Section 7.5 and Section 7.7, each conversion pursuant to Section 3.8, Section 5.6 and Section 6.6 shall be subject to the following terms and conditions:

 

7.8.1                     each repayment or prepayment under Section 7.2, Section 7.5 and Section 7.7 shall be in a minimum amount of C$1,000,000 or, if the Advance was in USDollars, US$1,000,000 or such larger amount as is an integral multiple of C$100,000 or US$100,000 as the case may be, and shall be made on a Banking Day, if only CDollars are repaid or prepaid, or on a Business Day, in all other cases, specified in the Notice of Optional Repayment;

 

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7.8.2                     each conversion to a Canadian 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 a Banking Day specified in the Notice of Conversion;

 

7.8.3                     each conversion to a US Base Rate Loan or US Prime 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 a Business Day specified in the Notice of Conversion;

 

7.8.4                     each conversion to, or rollover of, a LIBO 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 a Business Day specified in the Notice of Conversion;

 

7.8.5                     each conversion to, or rollover of, a Bankers’ Acceptance 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 a Banking Day specified in the Notice of Conversion;

 

7.8.6                     the relevant Borrower shall have given the Administrative Agent notice in accordance with Sections 3.4, 3.8, 5.3, 5.6, 6.3, 6.6, 7.13, 9.2 and 9.3 as applicable, for each repayment, each prepayment, each rollover and each conversion, each notice stating the proposed date of the repayment, prepayment, rollover or conversion and either the aggregate principal amount and currency of the repayment or prepayment or the aggregate principal amount and currency of the Converted Advance or Rollover Advance and the type of Conversion Advance or Rollover Advance;

 

7.8.7                     if a Notice of Optional Repayment is given, it shall be irrevocable and binding on the relevant Borrower and the relevant Borrower shall repay on the Optional Repayment Date specified in such notice in the relevant currency, as the case may be, the amount stated in such notice with accrued interest to the date of such repayment or prepayment;

 

7.8.8                     if a Notice of Conversion is given it shall be irrevocable and binding on the relevant Borrower;

 

7.8.9                     if a Notice of Rollover is given it shall be irrevocable and binding on the relevant Borrower;

 

7.8.10              any repayment of or conversion from any LIBO Rate Loan Portion or Bankers’ Acceptance shall be made only on the last day of the then current Interest Period applicable to such LIBO Rate Loan Portion or the maturity date of such Bankers’ Acceptance, respectively, so to be repaid or converted; and

 

7.8.11              should any such repayment or conversion result in the repayment of or conversion from any LIBO Rate Loan Portion on a day other than the last day of the then current Interest Period of such LIBO Rate Loan Portion, the relevant Borrower shall, in addition, pay to the Lender the amount calculated as set forth in Section 11.10.3.

 

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7.9                               Excess Advances under the Facility A Credit

 

The Equivalent Amount in CDollars of the aggregate outstanding amount of the US Base Rate Loan, the LIBO Rate Loans and all Letters of Credit outstanding in USDollars under the Facility A Credit shall be determined by the Administrative Agent (i) on each Drawdown Date, (ii) on each Conversion Date, (iii) on each Rollover Date, (iv) on the first day of each month, unless a Drawdown Date or Conversion Date occurred in the previous month, and (v) at such other times as may be reasonably decided by the Administrative Agent.

 

In the event that on such date of determination the aggregate of the Facility A Loan in CDollars plus the Equivalent Amount in CDollars of the Facility A Loan in USDollars exceeds the then Facility A Total Commitment (the “Facility A Excess”), then the Canadian Borrower shall within three (3) Business Days after notice of the amount of such Facility A Excess pay to the Administrative Agent, for the account of the Lenders, the amount of such Facility A Excess, provided that nothing in this Section 7.9 shall operate to postpone any payment due hereunder.

 

If, on the date any such payment of a Facility A Excess is due, the aggregate Canadian Rate Loan and the Equivalent Amount in CDollars of the US Base Rate Loan and the LIBO Rate Loans under the Facility A Credit is less than the Facility A Excess, the Canadian Borrower shall place and maintain with the Administrative Agent an interest bearing deposit in the amount of such deficiency until such deficiency has been eliminated, at which time such deposit shall be returned to the Canadian Borrower, the whole subject to the compensation rights of the Administrative Agent and the Lenders.

 

The Equivalent Amount in CDollars of the aggregate outstanding amount of all Letters of Credit outstanding in USDollars under the Facility B Credit shall be determined by the Administrative Agent (i) on each Drawdown Date, (ii) on the first day of each month, unless a Drawdown Date occurred in the previous month, and (iii) at such other times as may be reasonably decided by the Administrative Agent.

 

In the event that on such date of determination the aggregate of the Facility B Loan in CDollars plus the Equivalent Amount in CDollars of the Facility B Loan in USDollars exceeds the then Facility B Total Commitment (the “Facility B Excess”), then the Canadian Borrower shall within three (3) Business Days after notice of the amount of such Facility B Excess pay to the Administrative Agent, for the account of the Lenders, the amount of such Facility B Excess, provided that nothing in this Section 7.9 shall operate to postpone any payment due hereunder.

 

7.10                        Calculation For Administrative Purposes

 

If for administrative purposes the Administrative Agent needs to calculate the Equivalent Amount in CDollars or USDollars of the amount of a prepayment or repayment denominated in USDollars or CDollars respectively, it shall do so using the rate for the purchase of CDollars or USDollars with USDollars or CDollars respectively, as quoted or published or otherwise made available by the Bank of Canada at 4:30 p.m., in effect on the first Business Day of the month in which such prepayment or repayment is required to be made. Nothing in this Section 7.10 shall be interpreted as modifying the obligation of the Borrower to repay in CDollars amounts owing in CDollars and in USDollars amounts owing in USDollars as contemplated in this Agreement, including without limitation in Section 11.6.

 

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7.11                        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 Administrative Agent or any Lender to withdraw from or debit, from time to time when such amounts are due and payable, any account of such Obligor maintained with the Administrative Agent or such Lender or any of their respective Affiliates for the purpose of satisfying payment thereof.  If any such amounts are payable in a currency other than that in which an account is maintained, such Obligor hereby irrevocably authorizes the Administrative Agent or any Lender to withdraw from or debit such account with the Equivalent Amount in such currency of the account, together with any premium or cost of exchange payable in connection therewith.

 

7.12                        Sharing of Payments

 

Notwithstanding Section 18.2, prior to the occurrence and continuation of any Event of Default, as between the Lenders, the Swingline Lender and each Lender, the Swingline Lender may obtain any payment in any manner whatsoever in respect of the Swingline Loan, retain such payment and apply same against the Swingline Loan, and other amounts owing in respect thereof (including, without limitation, interest) and shall have no obligation to remit to or share with any Lender such payment. For greater certainty, a Swingline Loan does not include a Canadian Rate Advance or a US Base Rate Advance as described in Section 3.9.3 of this Agreement.

 

7.13                        LIBO Rate Loans — Rollovers and Deemed Conversions

 

At least three (3) Business Days prior to the last day of the then current Interest Period applicable to each LIBO Rate Loan Portion, the relevant Borrower shall either (a) give a Notice of Conversion pursuant to Section 3.8, in the case of the Canadian Borrower, or Section 5.6 or Section 6.6, as applicable, in the case of the US Borrower, to convert such LIBO Rate Loan Portion into another basis of funding or (b) give a Notice of Rollover to select a new Interest Period in accordance with Section 8.8 applicable to such LIBO Rate Loan Portion commencing on the last day of such Interest Period or (c) give a Notice of Optional Repayment pursuant to Section 7.2, Section 7.5 or Section 7.7 to repay or prepay such LIBO Rate Loan Portion on the last day of such Interest Period.  If the relevant Borrower fails to give a Notice of Conversion, a Notice of Rollover or a Notice of Optional Repayment in accordance with the foregoing or, having given such Notice of Optional Repayment, fails to repay or prepay such LIBO Rate Loan Portion on the last day of such Interest Period, then on the last day of the Interest Period in respect of such LIBO Rate Loan Portion, the relevant Borrower shall be deemed to have notified the Administrative Agent of its intention to convert the relevant LIBO Rate Loan Portion into a US Base Rate Loan, in the case of the Canadian Borrower, or a US Prime Rate Loan, in the case of the US Borrower, on the last day of the Interest Period with respect to such LIBO Rate Loan Portion and, on the last day of such Interest Period, such LIBO Rate Loan Portion shall be converted into a US Base Rate Loan or US Prime Rate Loan, as applicable and interest shall be payable thereon at the US Base Rate or the US Prime Rate, as applicable.

 

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ARTICLE 8
 INTEREST AND FEES

 

8.1                               Interest

 

The Borrowings shall bear interest from the date of each Advance, calculated on a daily basis and payable in arrears, (i) on the Canadian Rate Loan at the Canadian Rate, (ii) on the US Base Rate Loan at the US Base Rate, (iii) on the US Prime Rate Loan at the US Prime Rate, and (iv) on each LIBO Rate Loan Portion at the LIBO Rate for such LIBO Rate Loan Portion for the then current Interest Period plus the Applicable Margin.  All overdue amounts shall bear interest in accordance with Section 8.9.  All outstanding amounts shall bear interest both before and after default and before and after judgment at the rates determined as aforesaid.

 

8.2                               Payment of Interest on LIBO Rate Loan

 

On each Interest Payment Date in respect of each LIBO Rate Loan Portion of a Lender, the relevant Borrower shall pay the Administrative Agent interest on such LIBO Rate Loan Portion at the rate per annum determined by the Administrative Agent to be LIBO Rate in respect of such LIBO Rate Loan Portion for the applicable Interest Period plus the Applicable Margin.  Upon determination of the applicable rate of interest on any LIBO Rate Loan Portion, the Administrative Agent shall notify the relevant Borrower of this rate. The Administrative 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).

 

8.3                               Payment of Interest on Canadian Rate Loan (excluding the Swingline Loan in CDollars)

 

On each Interest Payment Date in respect of the Canadian Rate Loan, the Canadian Borrower shall pay the Administrative Agent interest on the Canadian Rate Loan (excluding however the Swingline Loan in CDollars) at the Canadian Rate.  The Canadian Borrower will pay this interest in arrears for the period up to but excluding such Interest Payment Date; the Administrative 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 the Canadian Rate Loan will change simultaneously with any change in the Canadian Rate.

 

8.4                               Payment of Interest on the Swingline Loan in CDollars

 

On each Interest Payment Date in respect of the Canadian Rate Loan, the Canadian Borrower shall pay the Swingline Lender interest on the portion of the Swingline Loan outstanding in CDollars at the Canadian Rate.  The Canadian 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 such portion of the Swingline Loan will change simultaneously with any change in the Canadian Rate.

 

8.5                               Payment of Interest on US Base Rate Loan (excluding the Swingline Loan in USDollars)

 

On each Interest Payment Date in respect of the US Base Rate Loan, the Canadian Borrower shall pay the Administrative Agent interest on the US Base Rate Loan (excluding however the portion of the Swingline Loan outstanding in USDollars) at the US Base Rate.  The Canadian Borrower shall pay this interest in arrears for the period up to but excluding such

 

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Interest Payment Date; the Administrative 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 the US Base Rate Loan will change simultaneously with any change in the US Base Rate.

 

8.6                               Payment of Interest on the Swingline Loan in USDollars

 

On each Interest Payment Date in respect of the US Base Rate Loan, the Canadian Borrower shall pay the Swingline Lender interest on the portion of the Swingline Loan outstanding in USDollars at the US Base Rate.  The Canadian 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 such portion of the Swingline Loan will change simultaneously with any change in the US Base Rate.

 

8.7                               Payment of Interest on US Prime Rate Loan

 

On each Interest Payment Date in respect of the US Prime Rate Loan, the US Borrower shall pay the Administrative Agent interest on the US Prime Rate Loan at the US Prime Rate.  The US Borrower shall pay this interest in arrears for the period up to but excluding such Interest Payment Date; the Administrative 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 the US Prime Rate Loan will change simultaneously with any change in the US Prime Rate.

 

8.8                               Selection of Interest Periods

 

In each Notice of Borrowing delivered pursuant to Section 3.2, Section 5.2 or Section 6.2, each Notice of Conversion delivered pursuant to Section 3.8, Section 5.6 or Section 6.6 and each Notice of Rollover delivered pursuant to Section 7.13 in which the Borrower has elected a Borrowing, Conversion Advance or Rollover Advance comprising a LIBO Rate Loan Portion, the Borrower shall and, at least three (3) Business Days prior to the last day of each Interest Period in respect of each LIBO Rate Loan Portion, the Borrower may, select and notify the Administrative Agent of the Interest Period applicable to such LIBO Rate Loan Portion commencing on the Drawdown Date, Conversion Date, Rollover Date or last day of the Interest Period, as the case may be, and ending on a Business Day, which period shall be one month, two months, three months or six months as the Borrower may elect, the whole subject to market availability; provided, however, that:

 

8.8.1                     if the Borrower fails to so elect the duration of any Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month;

 

8.8.2                     no Interest Period in respect of a LIBO Rate Loan Portion under the Facility A Credit shall end after the Facility A Maturity Date;

 

8.8.3                     no Interest Period in respect of a LIBO Rate Loan Portion under the Facility C Credit shall end after the Facility C Maturity Date;

 

8.8.4                     no Interest Period in respect of a LIBO Rate Loan Portion under the Facility D Credit shall end after the Facility D Maturity Date; and

 

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8.8.5                     the aggregate amount in respect of which the Borrower selects an Interest Period shall not be less than US$1,000,000 and in integral multiples of US$100,000 in excess thereof.

 

8.9                               Default Interest

 

To the extent permitted under the Interest Act (Canada), upon the occurrence and continuation of a default in payment of principal, interest or any other amount due under this Agreement, the Borrower shall pay to the Administrative Agent (or the Swingline Lender in respect of the Swingline Loan) on demand interest at the rates per annum as follows:

 

8.9.1                     with respect to the LIBO Rate Loan and any LIBO Rate Advance, the Borrower shall be deemed to have elected that any amount of principal of the LIBO Rate Loan or any LIBO Rate Loan Portion or LIBO Rate Advance which is not paid when due shall thereupon cease to be a LIBO Rate Loan or LIBO Rate Advance and shall be a US Base Rate Advance, in the case of the Canadian Borrower, and a US Prime Rate Advance, in the case of the US Borrower, and the Canadian Borrower shall pay interest on all such overdue principal and any overdue interest and interest on interest thereon at a fluctuating rate per annum at all times equal to the US Base Rate plus 2% and the US Borrower shall pay interest on all such overdue principal and any overdue interest and interest on interest thereon at a fluctuating rate per annum at all times equal to the US Prime Rate plus 2%;

 

8.9.2                     on the Canadian Rate Loan and on any other amounts owing in CDollars, at a fluctuating rate per annum at all times equal to the Canadian Rate plus 2%;

 

8.9.3                     on the US Base Rate Loan and on any other amounts owing in USDollars by the Canadian Borrower, at a fluctuating rate per annum at all times equal to the US Base Rate plus 2%; and

 

8.9.4                     on the US Prime Rate Loan and on any other amounts owing by the US Borrower, at a fluctuating rate per annum at all times equal to the US Prime Rate plus 2%.

 

8.10                        Determination of Interest Rates

 

8.10.1              Each determination by the Administrative Agent from time to time of the Canadian Rate, the US Base Rate, LIBO Rate, any Discount Rate shall, in the absence of manifest error, be final, conclusive and binding upon the Borrower and the Lenders.

 

8.10.2              For the purposes of the Interest Act (Canada):

 

8.10.2.1                            whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 (or 366 in a leap year) days, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (a) the applicable rate based on a year of 360 days or 365 (or 366 in a leap year) days, as the case may be, (b) multiplied by the actual number of days in the calendar year in which the period for which such

 

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interest or fee is payable (or compounded) ends, and (c) divided by 360 or 365 (or 366 in a leap year) as the case may be;

 

8.10.2.2                            the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and

 

8.10.2.3                            the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

 

8.11                        Acceptance Fee

 

If the Borrower notifies the Administrative Agent pursuant to Section 3.2, 3.8 or 9.2 that a Borrowing or a Conversion Advance or a Rollover Advance is to be made by way of Bankers’ Acceptances (or, as the case may be, 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.

 

8.12                        Commitment Fees

 

8.12.1              The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from the date of this Agreement until the Facility A Maturity Date calculated on a daily basis on the amount of such Lender’s Facility A Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on April 1, 2019, and also on the Facility A Maturity Date.  For the purpose of this Section 8.12.1, each Lender’s Facility A Available Commitment means at any time such Lender’s Facility A Commitment at such time less its Facility A Participation in the amount of the Facility A Loan in CDollars, less the Swingline Loan (in the case of the Swingline Lender) in CDollars at such time, less its Facility A Participation in the Equivalent Amount in CDollars of the Facility A Loan in USDollars at such time and less the Equivalent Amount in CDollars of the Swingline Loan in USDollars (in the case of the Swingline Lender).  For the purposes of this Section 8.12.1, the Equivalent Amount in CDollars to be determined for any day of a month comprised in any calculation period shall be deemed to be the rate for the purchase of the relevant currency quoted or published or otherwise made available by the Bank of Canada at 4:30 p.m. on the first Business Day in such month.  Such fee is payable in CDollars.

 

8.12.2              The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from the date of this Agreement until the Facility C Maturity Date calculated on a daily basis on the amount of such Lender’s Facility C Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in

 

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effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on April 1, 2019, and also on the Facility C Maturity Date. For the purpose of this Section 8.12.2, each Lender’s Facility C Available Commitment means at any time such Lender’s Facility C Commitment at such time less its Facility C Participation in the amount of the Facility C Loan.

 

8.12.3              The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from the date of this Agreement until the Facility D Maturity Date calculated on a daily basis on the amount of such Lender’s Facility D Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on April 1, 2019, and also on the Facility D Maturity Date. For the purpose of this Section 8.12.3, each Lender’s Facility D Available Commitment means at any time such Lender’s Facility D Commitment at such time less its Facility D Participation in the amount of the Facility D Loan.

 

8.12.4              The commitment fees 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 commitment fee be refundable either in whole or in part, even if no Advance is ever made under the terms hereof.

 

8.13                        Agency Fee

 

The Canadian Borrower agrees to pay the Administrative Agent, for its own account, an annual agency fee, payable in advance on the date of this Agreement and annually on each anniversary date thereafter during the term of this Agreement, in accordance with the provisions of the Fee Letter.

 

8.14                        Other Fees

 

The Canadian Borrower shall pay any other fees set forth in the Fee Letter and in accordance with the provisions thereof.

 

ARTICLE 9
 BANKERS’ ACCEPTANCES

 

9.1                               Bankers’ Acceptances

 

Subject to the terms and conditions hereof, the Canadian Borrower may borrow from the Lenders on any Banking Day up to the amount of the Facility A Available Commitment of each Lender by way of Acceptances upon giving to the Administrative Agent prior written notice in accordance with Section 3.4 by means of a Notice of Borrowing, and provided that:

 

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9.1.1                     each Bankers’ Acceptance is denominated in CDollars and the minimum aggregate amount of each Borrowing by way of Bankers’ Acceptances shall be C$5,000,000 or in integral multiples of C$100,000 in excess of such minimum amount;

 

9.1.2                     each Lender shall have received a Bankers’ Acceptance or Bankers’ Acceptances in the principal amount of such Lender’s Proportionate Share of such Borrowing in due and proper form duly completed and executed by the Canadian Borrower, or each Lender on behalf of the Canadian Borrower pursuant to the provisions of Section 9.5, and presented for acceptance to such Lender prior to 10:00 a.m. (Toronto time) on the Drawdown Date and the Acceptance Fee shall have been paid to the Administrative Agent, for the account of such Lender, at or prior to such time;

 

9.1.3                     each Bankers’ Acceptance shall be stated to mature on a Banking Day no later than, in respect of Facility A Credit, the Facility A Maturity Date which is one month, two months, three months or six months from the date of its Acceptance, or, at the request of the Canadian Borrower and in the sole discretion of the Lenders, another period between thirty (30) and one hundred and eighty (180) days (plus or minus up to two (2) days) from the date of its Acceptance, the whole subject to market availability;

 

9.1.4                     no days of grace shall be permitted on any Bankers’ Acceptance; and

 

9.1.5                     the aggregate face amount of the Bankers’ Acceptances to be accepted by a Lender shall be determined by the Administrative Agent by reference to such Lender’s Facility A 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$100,000, such face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of C$100,000, as appropriate.

 

9.2                               Payments at Maturity and Rollovers

 

Prior to the maturity date of each Bankers’ Acceptance, the Canadian Borrower shall either (a) give a Notice of Conversion pursuant to Section 3.8 to convert such Bankers’ Acceptance into another basis of funding or (b) give a Notice of Rollover to the Administrative Agent requesting that the Loan or that part referred to in such notice outstanding by 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 mutatis mutandis to such renewal.  If for any reason the Canadian Borrower fails to give a Notice of Conversion or a Notice of Rollover 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 Canadian Rate Advance in an amount equal to the face value of each such Bankers’ Acceptance (which Bankers’ Acceptance shall be repaid with the proceeds of said Canadian Rate Advance) and it shall pay interest thereon at the Canadian Rate until repayment thereof in full by it, the whole notwithstanding the fact that any Bankers’ Acceptances may be held by a Lender in its own right at maturity.  The Canadian 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 Canadian Borrower and shall be conclusive

 

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evidence (in the absence of manifest error) of a Canadian Rate Advance to the Canadian Borrower and of an amount owing by the Canadian Borrower to such Lender.  The Canadian Borrower further agrees that if an Event of Default shall occur prior to the date upon which any one or more Bankers’ Acceptance issued by the Canadian Borrower is payable by a Lender, thereupon the Canadian 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 Canadian Borrower fails to make such payment in respect of any Bankers’ Acceptance, thereupon the Canadian Borrower shall be deemed for all purposes to have received a Canadian Rate Advance in an amount equal to the face amount of such Bankers’ Acceptance and the Canadian Borrower shall pay interest thereon at the Canadian Rate until repayment thereof in full.

 

9.3                               BA Equivalent Advances

 

9.3.1                     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 Canadian Borrower to accept an Advance from such Lender in lieu of the issue and acceptance of a Bankers’ Acceptance requested by the Canadian 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, Conversion Date or Rollover Date.

 

9.3.2                     On the relevant Drawdown Date, Conversion Date or Rollover Date, the Canadian Borrower shall pay to the Administrative 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 Canadian Borrower for the applicable BA Equivalent Interest Period.

 

9.3.3                     The provisions of this Agreement dealing with Bankers’ Acceptances shall apply, mutatis mutandis, to BA Equivalent Advances.

 

9.4                               Purchase of Bankers’ Acceptances

 

9.4.1                     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

 

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conditions set forth in ARTICLE 12, the Administrative Agent shall make such funds available to the Canadian Borrower in accordance with this Agreement.

 

9.4.2                     Upon each issue of Bankers’ Acceptances as a result of the conversion of outstanding Borrowings into Bankers’ Acceptances or rollover of Bankers’ Acceptances, the Canadian Borrower shall, concurrently with the conversion, pay in advance to the Administrative 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 Canadian Borrower shall at the same time pay to the Administrative Agent the applicable Acceptance Fee.

 

9.4.3                     The Canadian 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.

 

9.5                               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 Canadian Borrower, the Canadian 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 9, and to provide the net Discounted Proceeds to the Administrative Agent in accordance with the provisions hereof.  Drafts so completed, signed, endorsed and negotiated on behalf of the Canadian Borrower by any Lender shall bind the Canadian Borrower as fully and effectively as if so performed by an authorized officer of the Canadian 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 Canadian Borrower promptly upon request and, at the request of the Canadian 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. This Section 9.5 shall apply mutatis mutandis to any note or draft, if any, which may be issued from time to time to evidence a BA Equivalent Advance.

 

ARTICLE 10
 LETTERS OF CREDIT

 

10.1                        Letter of Credit Commitment

 

10.1.1              Subject to the terms and conditions hereof, each Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 10.2, agrees to issue, for the account of the Canadian Borrower, Facility A Letters of Credit in CDollars or USDollars under the Facility A Credit on any Banking Day during the period from the date of this Agreement until the date

 

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occurring one month prior to the Facility A Maturity Date; provided that (i) the term of any Facility A Letter of Credit shall not exceed 365 days or end after the Facility A Maturity Date, (ii) the Letter of Credit Exposure in respect of such Facility A Letters of Credit shall not cause the then Facility A Available Commitment to be exceeded, (iii)  the Letter of Credit Exposure of BMO as an Issuing Bank in respect of such Facility A Letters of Credit shall not exceed C$40,000,000, the Letter of Credit Exposure of Barclays Bank PLC in respect of such Facility A Letters of Credit shall not exceed C$40,000,000 and Barclays Bank PLC shall issue standby Letters of Credit only, and (iv) the total amount of issued and outstanding Facility A Letters of Credit does not exceed the amount set forth in Section 3.1.4. Each Facility A Letter of Credit shall be in form and substance satisfactory to the applicable Issuing Bank.  The maximum Letter of Credit Exposure of BMO and Barclays Bank PLC as Issuing Banks set forth in clause (iii) of this Section 10.1.1 may be amended from time to time to reallocate the the amount set forth in Section 3.1.4 between BMO and Barclays Bank PLC as Issuing Banks with the consent of BMO, Barclays Bank PLC and the Canadian Borrower and without the consent of any other Lender.  No Issuing Bank shall be requred to issue a Letter of Credit if such issuance would violate any policies of the Issuing Bank pertaining to letters of credit generally.

 

10.1.2              Subject to the terms and conditions hereof, the Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 10.2, agrees to issue, for the account of the Canadian Borrower, Facility B Letters of Credit in CDollars or USDollars under the Facility B Credit on any Banking Day during the period from the date of this Agreement until the date occurring one month prior to the Facility B Maturity Date; provided that (i) the term of any Facility B Letter of Credit shall not exceed 365 days, and (ii) the Letter of Credit Exposure in respect of such Facility B Letters of Credit shall not cause the then Facility B Available Commitment to be exceeded. Each Facility B Letter of Credit shall be in form and substance satisfactory to the Administrative Agent and the Issuing Bank.

 

10.2                        Letter of Credit Participations

 

Each Issuing Bank irrevocably grants, and in order to induce each Issuing Bank to issue its Letters of Credit hereunder, each Lender irrevocably accepts and hereby purchases for its own account and risk from the applicable Issuing Bank, on the terms and conditions hereinafter stated, an undivided interest equal to such Lender’s Facility A Participation or Facility B Participation, as the case may be, in the applicable Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount of each drawing paid by the applicable Issuing Bank thereunder.  Each Lender unconditionally and irrevocably agrees with each Issuing Bank that, on or before the close of business of the Issuing Bank, on each day on which a drawing is paid under a Letter of Credit for which the Issuing Bank is not reimbursed in full by the Canadian Borrower in accordance with the terms of this Agreement, including, without limitation, pursuant to Section 10.8.1 (a “Participation Date”), such Lender will pay to the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s office specified in Section 11.1 such Lender’s Facility A Participation of any unpaid Reimbursement

 

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Obligation in respect of Facility A Letters of Credit and such Lender’s Facility B Participation of any unpaid Reimbursement Obligation in respect of Facility B Letters of Credit, as the case may be. 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 Facility A Maturity Date and the Facility B Maturity Date and both before and after the termination or cancellation of the Facility A Total Commitment and/or Facility B Total Commitment. Each Issuing Bank shall notify the Administrative 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 Facility A Participation and such Lender’s Facility B Participation, as the case may be.  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 Business 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 Business Day to the day such Lender makes such payment (or if earlier, the date on which the Canadian Borrower reimburses the Issuing Bank for such unpaid Reimbursement Obligation) at the rate specified in Section 19.1.

 

10.3                        Repayment of Participants

 

Upon and only upon receipt by the applicable Issuing Bank of funds from the Canadian Borrower in full or partial reimbursement of any drawing paid under a Letter of Credit with respect to which any Lender has theretofore paid the Administrative Agent for the account of such Issuing Bank in full for such Lender’s Facility A Participation or such Lender’s Facility B Participation, as the case may be, pursuant to Section 10.2 and in full or partial payment of interest, commissions or fees on such drawing paid under a Letter of Credit, the applicable Issuing Bank will pay to such Lender, in the same funds as those received by such Issuing Bank, or net against any then due obligation of such Lender under Section 10.2 to make any payment to such Issuing Bank, such Lender’s Facility A Participation or such Lender’s Facility B Participation, as the case may be, of such funds.

 

10.4                        Role of the Issuing Bank

 

Each 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 each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 10.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation and each Lender’s Facility B Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable 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.  No 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 Required Lenders, (b) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby.  No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be

 

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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 10.13.  The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 10.  In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 10.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.

 

10.5                        Obligations of Each Lender Absolute

 

Each Lender acknowledges that its obligations to each Issuing Bank under this ARTICLE 10, 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 an Issuing Bank for its own account or the Administrative Agent for the account of an Issuing Bank shall be made without any offset, compensation, abatement, withholding or reduction whatsoever.

 

10.6                        Reinstatement and Survival

 

Notwithstanding anything herein to the contrary, if an Issuing Bank is required at any time whether before or after the Facility A Maturity Date or the Facility B Maturity Date to make any payment under a Facility A Letter of Credit or a Facility B Letter of Credit, respectively, which was outstanding on or before the Facility A Maturity Date or the Facility B Maturity Date, respectively, each Lender shall pay over to the applicable Issuing Bank, in accordance with the provisions of this ARTICLE 10, the amount of such Lender’s Facility A Participation or such Lender’s Facility B Participation, respectively, of such amount.  If an Issuing Bank is required at any time (whether before or after the Facility A Maturity Date or the Facility B Maturity Date) to return to the Canadian Borrower or to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by or on behalf of the Canadian Borrower to such Issuing Bank in reimbursement of Reimbursement Obligations and interest thereon, each Lender shall, on demand of such Issuing Bank, forthwith pay over to such Issuing Bank for its account or the Administrative Agent for the account of such Issuing Bank such Lender’s Facility A Participation or Lender’s Facility B Participation, as the case may be, of such amount, plus interest thereon from the day such demand is made to the day such amount is returned by such Lender to such Issuing Bank at the rate specified in Section 19.1.

 

10.7                        Procedure for Issuance and Renewal of Letters of Credit

 

10.7.1              The Canadian Borrower may request an Issuing Bank, with a copy to the Administrative Agent, to issue a Letter of Credit under the Facility A Credit or the Facility B Credit by delivering to the Issuing Bank at its office specified from time to time to the Canadian Borrower a commercial letter of credit application or a standby letter of credit application or a letter of guarantee

 

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application, as appropriate, on the applicable 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 satisfaction of such 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. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit.

 

10.7.2              Within one (1) Business Day following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment.  If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request.

 

10.7.3              Within three (3) Business Days following the date on which an Issuing Bank shall have received an application for the issuance of a Letter of Credit including the form thereof, and such additional certificates, documents and other papers and information as such Issuing Bank may have reasonably requested in satisfaction of all conditions to the issuance thereof, such Issuing Bank shall, provided the conditions of ARTICLE 12 have been complied with, issue such Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 12 have been complied with, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth herein.

 

10.7.4              The Canadian Borrower may request the extension or renewal for up to 365 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 Administrative Agent and the applicable Issuing Bank at least ten (10) Business 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).

 

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10.7.5              With respect to any Letter of Credit issued hereunder which by its terms is automatically renewed or extended unless notice to the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”), the applicable Issuing Bank shall, upon receipt of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed or extended in accordance with its provisions.

 

10.7.6              Notwithstanding anything to the contrary in this Agreement, (a) an Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry date extending beyond the Facility A Maturity Date or the Facility B Maturity Date, as the case may be, or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any Letter of Credit extended or renewed to a date beyond the Facility A Maturity Date or Facility B Maturity Date, as the case may be.

 

10.8                        Reimbursement of the Issuing Bank

 

10.8.1              In the event that any drawing shall be made under any Facility A Letter of Credit, and if no Event of Default shall have occurred and be continuing,

 

10.8.1.1                            the applicable Issuing Bank shall promptly notify the Canadian Borrower of such payment and of the amount thereof,

 

10.8.1.2                            the payment by the applicable Issuing Bank of such drawing shall constitute a Canadian Rate Advance under the Facility A Credit to the Canadian Borrower by the Lenders according to their respective Facility A Participation if such Letter of Credit was in CDollars, or a US Base Rate Advance under the Facility A Credit to the Canadian Borrower by the Lenders according to their respective Facility A Participation if such Letter of Credit was in USDollars and the Canadian Borrower shall pay interest thereon at the Canadian Rate or at the US Base Rate respectively;

 

10.8.1.3                            the applicable Issuing Bank shall notify each Lender by telecopier or by telephone (confirmed by telecopier) of such drawing and of the portion thereof constituting a Canadian Rate Advance and of the portion thereof constituting a US Base Rate Advance, and immediately upon receipt of such notice, each Lender shall make its Facility A Participation, in CDollars or USDollars, as applicable, available to the Issuing Bank by wire transfer of

 

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immediately available funds to the office of such Issuing Bank specified in such notice.

 

10.8.2              In the event that a drawing shall be made under any Letter of Credit and a Default or an Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement), no Canadian Rate Advance or US Base Rate Advance, as applicable, shall be deemed to have been made in respect of such drawing and the Canadian Borrower (i) shall reimburse the applicable Issuing Bank for the amount paid on each drawing under each Letter of Credit not later than the close of business on the day on which the Canadian Borrower 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 10.9 and (B) interest at the rate specified in Section 10.10 on the amount of such drawing for the period commencing on the date of any such payment and ending on the date reimbursement is received by the applicable Issuing Bank.

 

10.8.3              In the event that a drawing shall be made under any Facility B Letter of Credit, the Canadian Borrower (i) shall reimburse the applicable Issuing Bank for the amount paid on each drawing under each Facility B Letter of Credit, not later than the close of business on the day on which the Canadian Borrower 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 10.9 and (B) interest at the rate specified in Section 10.10 on the amount of such drawing for the period commencing on the date of any such payment and ending on the date reimbursement is received by the applicable Issuing Bank.

 

10.9                        Commissions, Fees and Charges

 

10.9.1              The Canadian Borrower agrees to pay for each Letter of Credit which the Canadian Borrower has requested to be issued, to (A) the applicable Issuing Bank (solely for the account of the such Issuing Bank) a non-refundable fronting fee with respect to each Letter of Credit, in an amount equal to 0.25% per annum of the face amount thereof, provided that such non-refundable fronting fee shall only be payable to the applicable 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 Administrative 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 Facility A Participation of the aggregate amount available to be drawn under such Letter of Credit that is a Facility A Letter of Credit or such Lender’s Facility B Participation of the aggregate amount available to be drawn under such Letter of Credit that is a Facility B Letter of Credit. Such fronting fee 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, on the last day of each of March, June, September and December so long as such Letter of Credit shall remain outstanding. The Letter of Credit

 

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Commissions 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, on the last day of each of March, June, September and December and on the Facility A Maturity Date or Facility B Maturity Date, as the case may be, so long as such Letter of Credit shall remain outstanding.

 

10.9.2              The Administrative 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 Administrative Agent during such calendar quarter, together with a statement from the Administrative Agent reconciling the collection and distribution of such commissions.

 

10.9.3              In addition, the Canadian Borrower shall pay to the applicable Issuing Bank (solely for the account of the Issuing Bank) such Issuing Bank’s standard issuance, drawing, negotiation, amendment, communication and other processing and out of pocket fees in respect of each Letter of Credit.

 

10.10                 Interest on Amounts Disbursed under Letters of Credit

 

The Canadian Borrower agrees to pay to the applicable Issuing Bank interest on any and all amounts disbursed after the occurrence of a Default or Event of Default which has not been cured or waived as provided in this Agreement by such Issuing Bank under any Letter of Credit issued for its account from the date of disbursement until reimbursed in full at the rates mentioned in Section 10.8.1.  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., Toronto time, shall be deemed to have been received on the next following Banking Day for payments required to be made in CDollars or on the next following Business Day for payments required to be made in USDollars.  All payments (including prepayments) by the Canadian Borrower to an Issuing Bank, whether on account of the Canadian Borrower’s Reimbursement Obligation 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.

 

10.11                 Computation of Interest and Fees; Payment not on Business Days

 

10.11.1       Interest and per annum fees due under this ARTICLE 10 shall be computed on the basis of a year of 365 (or 366 in a leap year) days for actual days elapsed.  Any change in any interest rate hereunder resulting from a change in the Canadian Rate, the US Base Rate or the US Prime Rate, shall become effective as of the opening of business on the day on which such change in the Canadian Rate, the US Base Rate or the US Prime Rate becomes effective.

 

10.11.2       If any payment under this ARTICLE 10 becomes due and payable on a day which is not a Banking Day for payments in CDollars or a Business Day for payments in USDollars, the maturity thereof shall be extended to the next succeeding Banking Day or Business Day, as the case may be, and in the case of any amount disbursed under a Letter of Credit, interest thereon shall be payable at the then applicable rate during such extension.

 

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10.12                 Further Assurances

 

The Canadian 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 an Issuing Bank to more fully effect the purposes of this ARTICLE 10 and the issuance of the Letters of Credit hereunder.

 

10.13                 Nature of Obligations; Indemnities

 

10.13.1       The obligations of the Canadian 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 Canadian Borrower may have or have had against an Issuing Bank, any Lender or any beneficiary of a Letter of Credit.  The Canadian 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.  No Issuing Bank, any of its correspondents nor any Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document specified in any applications for any of the Letters of Credit, 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 drawing to bear any reference or adequate reference to any of the Letters of Credit, or failure of anyone to note the amount of any drawing 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 drawings 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 drawing 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 Canadian Borrower shall have, nevertheless and notwithstanding the foregoing, a claim against the applicable Issuing Bank, and the applicable Issuing Bank shall be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, damages suffered by the Canadian Borrower which the Canadian Borrower proves were caused by such Issuing Bank’s wilful misconduct or gross negligence.  None of the above shall affect, impair or prevent the vesting of any of the rights or powers of the Issuing Bank or any of the Lenders.

 

10.13.2       In furtherance and extension and not in limitation of the specific provisions hereinabove in this ARTICLE 10 set forth, (i) any action taken or omitted by

 

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an Issuing Bank or by any of its respective correspondents under or in connection with any of the Letters of Credit, if taken or omitted in good faith and without wilful misconduct or gross negligence, shall be binding upon the Canadian Borrower and shall not put the applicable Issuing Bank or its respective correspondents under any resulting liability to the Canadian Borrower and (ii) an Issuing Bank may, without wilful misconduct or gross negligence, 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 applicable Issuing Bank shall receive written notification from both the beneficiary of a Letter of Credit and the Canadian Borrower that sufficiently identifies (in the opinion of such Issuing Bank) documents to be presented to such Issuing Bank which are not to be honoured, such Issuing Bank agrees that it will not honour such documents.

 

10.13.3       The Canadian Borrower hereby agrees at all times to protect, indemnify and save harmless each 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 they or any of them 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 each 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 Canadian 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 Canadian Borrower shall not have any obligation hereunder to an indemnified party with respect to indemnified liabilities arising from the gross negligence or wilful misconduct of such indemnified party.  No 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 their control or the control of their respective correspondents.  Without limiting the generality of the foregoing, the Canadian Borrower shall be responsible for, and shall reimburse the applicable Issuing Bank forthwith upon its receipt of any demand therefor, any and all commissions, fees and other charges paid or payable by such Issuing Bank to any foreign bank which shall be an advising bank or a beneficiary of a Letter of Credit issued for its account which shall, in reliance thereon, have issued its own letter of credit in respect of obligations of the Canadian Borrower.

 

10.13.4       The Canadian Borrower agrees that any terms and conditions in any Letter of Credit Application shall also apply in respect of the Letter of Credit issued

 

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pursuant to such application; 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.

 

10.14                 Payments upon any Event of Default

 

The Canadian Borrower agrees that upon the occurrence and during the continuance of any Event of Default, in addition to all other rights and remedies, each Issuing Bank shall at the request, or may with the consent of the Required Lenders, by notice to the Canadian Borrower demand immediate delivery of cash collateral and the Canadian 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 Canadian Borrower, provided that such cash collateral shall be immediately due and payable upon the occurrence of any Event of Default described in Section 15.1.8.  Such cash collateral shall be deposited in a special cash collateral account to be held by the applicable Issuing Bank as collateral security and as a pledge for the payment and performance of the Canadian Borrower’s obligations under this Agreement to each Issuing Bank and the Lenders under the Facility A Credit or the Facility B Credit, as the case may be.

 

ARTICLE 11
 PAYMENTS, TAXES, EXPENSES AND INDEMNITY

 

11.1                        Payments to Administrative Agent

 

Unless otherwise specifically provided for, each Borrower shall make each payment (other than payments in respect of the Swingline Loan) pursuant to this Agreement before 11:00 a.m. (Toronto 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 Administrative Agent, for its account or for the account of the Lenders, in the Administrative Agent’s accounts set out in Schedule 11.1, or at any other office or account designated by the Administrative Agent.  Whenever a payment is due to be made on a day that is not a Banking Day, for payments in CDollars, or a Business Day, for payments in USDollars, the day for payment shall be the following Banking Day or Business Day, as the case may be.

 

11.2                        Payments to Swingline Lender

 

Unless otherwise specifically provided for herein, the Canadian Borrower shall make each payment due to the Swingline Lender pursuant to this Agreement before 11:00 a.m. (Toronto 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 Swingline Lender’s branch at First Canadian Place, 100 King Street, Toronto, Ontario, or at any other office and in the accounts designated from time to time by the Swingline Lender in Canada.  Whenever a payment is due to be made on a day that is not a Banking Day, for payments in CDollars, or a day that is not a Business Day, for payments in USDollars, the day for payment shall be the following Banking Day or Business Day, as the case may be.

 

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11.3                        Payments by Lenders to Administrative Agent

 

11.3.1              All payments in CDollars to be made by any Lender to the Administrative Agent shall be made in immediately available funds having same day value to the Administrative Agent, for the relevant Borrower’s account (unless otherwise specified), at the branch, office or account mentioned in or designated under Section 11.1 for CDollar payments and at the time designated herein.

 

11.3.2              All payments in USDollars to be made by any Lender to the Administrative Agent shall be made in immediately available funds having same day value to the Administrative Agent, for the relevant Borrower’s account (unless otherwise specified), at the branch, office or account mentioned in or designated under Section 11.1 for USDollar payments and at the time designated herein.

 

11.4                        Payments by Administrative Agent to Borrower

 

Any payments received by the Administrative Agent for the account of the relevant Borrower shall be paid in funds having same day value to the relevant Borrower by the Administrative Agent on the date of receipt, or if such date is not a Banking Day for CDollars payments or a Business Day for USDollars payments or if received after 11:00 a.m. on a Banking Day or Business Day respectively, on the next Banking Day or Business Day respectively, if in CDollars, to the CDollar Current Account or, if in USDollars to the USDollar Current Account or such other bank account of the relevant Borrower at Bank of Montreal designated in writing from time to time by the relevant Borrower to the Administrative Agent.

 

11.5                        Distribution to Lenders and Application of Payments

 

Except as otherwise indicated herein, all payments made to the Administrative Agent by the Borrower for the account of the Lenders in connection herewith shall be distributed, the same day or if such day is not a Banking Day for CDollars payments or a Business Day for USDollars payments or if received after 11:00 a.m. on a Banking Day or Business Day respectively, on the next Banking Day or Business Day respectively, by the Administrative Agent in funds having same day value among the Lenders to the accounts last designated in writing by the Lenders respectively to the Administrative Agent pro rata in accordance with their respective Facility A Participations, Facility B Participations, Facility C Participations or Facility D Participations, as the case may be.

 

11.6                        Currency of Payment

 

Principal, interest and interest on overdue amounts on the LIBO Rate Loan, any LIBO Rate Advance, the US Base Rate Loan and any amounts in respect of Letters of Credit denominated in USDollars payable by the Borrower shall be paid in USDollars and principal, interest and interest on overdue amounts on the Canadian Rate Loan, any amounts payable in respect of Acceptances and any amounts payable in respect of Letters of Credit denominated in CDollars shall be paid in CDollars. All amounts payable in respect of Letters of Credit denominated in other currencies (if permitted hereunder) shall be paid in such currency. All other amounts payable by the Borrower under this Agreement shall be payable in CDollars, unless otherwise indicated herein.

 

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11.7                        Set-Off

 

Each Borrower shall make all payments hereunder regardless of any counterclaim, compensation or set-off.

 

11.8                        Taxes

 

Each 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, unless such deduction or withholding is required by Applicable Law. For greater certainty, the obligations of the Obligor described in Section 17.2 apply in respect of all Taxes so deducted or withheld that are not Excluded Taxes.

 

11.9                        Application of Payments

 

11.9.1              All payments made by or on behalf of the Canadian Borrower or the US Borrower pursuant to this Agreement prior to the occurrence of an Event of Default that is continuing and has not been waived shall be applied by the Administrative Agent in accordance with the provisions of Section 11.9.3 in the following order:

 

11.9.1.1                            to amounts due pursuant to Section 8.13 and 8.14, as and by way of Administrative Agent’s fees and other fees referred to in such Sections;

 

11.9.1.2                            to amounts due pursuant to Section 8.12, as and by way of commitment fees;

 

11.9.1.3                            in the case of payments by the Canadian Borrower, to amounts due pursuant to Section 10.9, as and by way of Letter of Credit fees;

 

11.9.1.4                            to amounts due pursuant to ARTICLE 21, as and by way of expenses;

 

11.9.1.5                            to amounts due pursuant to Sections 10.13.3, 11.10, 17.2.3, 20.5 and 21.2, as and by way of indemnity;

 

11.9.1.6                            to amounts due pursuant to Section 8.9, as and by way of default interest on overdue amounts;

 

11.9.1.7                            to amounts due pursuant to Sections 8.2, 8.3, 8.4, 8.5, 8.6, 8.11 and 9.4, as and by way of interest, Acceptance Fee and discount;

 

11.9.1.8                            in the case of payments by the Canadian Borrower, to amounts due pursuant to Sections 10.8, as and by way of principal in respect of Reimbursement Obligations;

 

11.9.1.9                            to amounts due pursuant to ARTICLE 5 as and by way of principal; and

 

11.9.1.10                     in payment of any other amounts then due and payable by the Obligors hereunder or under any of the other Loan Documents.

 

The foregoing shall not apply to any amount deposited from time to time in the CDollar Current Account or the USDollar Current Account prior to the

 

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occurrence and continuance of an Event of Default. For greater certainty, payments made by the US Borrower shall be applied to amounts due as set forth above in relation to the Facility C Credit.

 

11.9.2              After the occurrence of an Event of Default that is continuing and has not been waived, all payments made by or on behalf of the Obligors pursuant to this Agreement and the other Loan Documents and all sums received or realized on account of amounts owing hereunder or under the other Loan Documents shall be paid to and be appropriated and applied proportionately by the Administrative Agent towards the Obligations of the Obligors to the Lenders and Hedge Providers in accordance with the Intercreditor Agreement on a pari passu basis or as otherwise directed by the Required Lenders and the Hedge Providers, and any such appropriation and application shall override any appropriations or applications made by the Borrower; and

 

11.9.3              The Lenders agree among themselves that all sums received by the Lenders for application against amounts owing under this Agreement and under the other Loan Documents and referred to in one of Section 11.9.1.2 through 11.9.1.10 shall be shared by each Lender in the proportion borne by the amounts owing to such Lender under such subparagraph to the amounts owing to all Lenders under such subparagraph.

 

11.10                 Supplying Documents and Indemnity

 

11.10.1       Each Obligor shall supply all statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders or the Administrative Agent pursuant to this Agreement and the other Loan Documents without cost to any Lender or to the Administrative Agent.

 

11.10.2       Without prejudice to the rights of the Lenders under the provisions of Section 8.9, the Borrower agrees to indemnify each Lender against any loss or reasonable 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 Loan or for any reason to borrow in accordance with a Notice of Borrowing given by the Borrower to the Administrative Agent, to the extent that any such loss or reasonable expense is not recovered pursuant to any other provisions hereof.  A certificate of a Lender or the Administrative 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 reasonable expense, submitted to the Borrower, shall, in the absence of manifest error, be conclusive and binding for all purposes.

 

11.10.3       Notwithstanding any other provision of this Agreement, if for any reason, including the acceleration of the maturity of the Loan or as a result of the application of Section 17.3, Section 17.4 or Section 23.3.2, the Borrower prepays, repays or converts all or any portion of the LIBO Rate Loan on a day other than the last day of the then current Interest Period applicable to the LIBO Rate Loan or a LIBO Rate Loan Portion, or if the Borrower, having given a Notice of Borrowing requesting a LIBO Rate Advance, fails for any reason to fulfil on or before the Drawdown Date for such Borrowing the

 

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applicable conditions set forth in Section 12.2, the Borrower shall on demand pay to the Administrative Agent, for the account of each Lender, the amount required to indemnify such Lender for any loss, cost or reasonable expense incurred by such Lender as a result of such payment 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 the LIBO Rate Loan or such LIBO Rate Loan Portion.  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.

 

11.11                 Non-Receipt by Administrative Agent

 

Without prejudice to the rights of the Administrative Agent under ARTICLE 19, where a sum is to be paid hereunder to the Administrative Agent for the account of another party hereto, the Administrative 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.

 

11.12                 Survival of Indemnification Obligations

 

Without prejudice to the survival or termination of any other agreement of the Borrowers under this Agreement, the obligations of the Borrowers under Sections 10.13.3, 11.10, 17.1 and 17.2 and under ARTICLE 21 shall survive the execution hereof, the termination of the Total Commitment and the repayment in full of the Loan.

 

ARTICLE 12
 CONDITIONS OF LENDING

 

12.1                        Conditions Precedent to the Closing Date

 

The effectiveness of this Agreement is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Administrative Agent and the Lenders:

 

12.1.1              On or prior to 4:00 p.m. (Toronto time) on the Banking Day before the Closing Date, the Administrative Agent shall have received from the Borrower, in sufficient quantities to provide one copy to each Lender and to the Administrative Agent, the following, each dated as of a date satisfactory to the Lenders and in form and substance satisfactory to the Lenders:

 

12.1.1.1                            this Agreement duly executed by the Obligors, the Lenders and the Administrative Agent;

 

12.1.1.2                            the Intercreditor Agreement duly executed by the Obligors, the Lenders, the Hedge Providers and the Administrative Agent;

 

12.1.1.3                            certified copies of the charter and by-laws of each Obligor and of all documents and resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and evidencing any other necessary corporate action with respect to this Agreement, the

 

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other Loan Documents and the instruments, certificates or other documents contemplated herein, and approving and authorizing the manner in which and by whom the foregoing documents are to be executed and delivered;

 

12.1.1.4                            a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable, and each jurisdiction in which they carry on business if applicable;

 

12.1.1.5                            certified copies of the Required Approvals, if any;

 

12.1.1.6                            a certificate of a Responsible Officer of each Obligor certifying the names and true signature of their officers authorized to sign this Agreement, the other Loan Documents and any other documents or certificates to be delivered pursuant to this Agreement;

 

12.1.1.7                            certificates of insurance in accordance with the requirements of Section 13.4;

 

12.1.1.8                            copies of any existing Phase 1 environmental assessment and environmental audits in respect of all Material Real Property owned or leased by the Obligors which have not previously been delivered to the Administrative Agent;

 

12.1.1.9                            the Guarantees and Security Documents duly authorized, executed and delivered by each of the Obligors parties hereto to the extent required by the Collateral and Guarantee Requirement to the extent such Security Documents have not previously been delivered to the Administrative Agent;

 

12.1.1.10                     a certificate of a Responsible Officer of the Borrower certifying that, on the Closing Date, the Borrower is in compliance with the financial ratios set forth in Section 13.2.1;

 

12.1.1.11                     certified copy of the Term Loan Agreement including all amendments thereto;

 

12.1.1.12                     the results of Lien searches of all filings, registrations or recordings of or with respect to all the Assets (other than real property) of the Obligors (i) for Canadian Obligors, in each jurisdiction in which their respective Assets are located or they have an office (which Assets in such jurisdiction have a value exceeding $1,000,000), and (ii) for US Obligors, in their jurisdiction of organization, in each case, together with such other documents that the Lenders shall reasonably require evidencing, to the entire satisfaction of the Lenders, that all such Assets are free and clear of all Liens, other than Permitted Liens;

 

12.1.1.13                     a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and Simpson Thacher & Bartlett LLP, United States

 

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counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and Lenders’ Counsel; and

 

12.1.1.14                     a favourable report of Lenders’ Counsel, addressed to the Administrative Agent and to each Lender;

 

12.1.2              each of the Security Documents or financing statements, notices or applications in respect thereof, shall have been duly registered, filed and recorded against all Material Real Property of each Obligor, if any, and in all other places and in all jurisdictions which the Lenders shall require, to the entire satisfaction of the Lenders and Lenders’ Counsel and the Administrative Agent shall have received evidence satisfactory to the Lenders and Lenders’ Counsel of such registrations, recordings or filings and that the Security Interests thereunder constitute valid, effective and perfected first priority Security Interests, subject only to Permitted Liens, except to the extent delivery of Security Documents and related confirmation of title insurance in respect of Material Real Property is due at a date following Closing;

 

12.1.3              receipt by the Administrative Agent of all estoppel letters reasonably required by the Administrative Agent in accordance with the requirements of Schedule 14.1, to the extent not previously delivered to the Administrative Agent;

 

12.1.4              receipt by each Lender of all information and documents required by such Lender to meet its obligations with respect to “know your customer” rules and rules under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations (or similar Applicable Law);

 

12.1.5              no event has occurred which constitutes a Material Adverse Effect since September 30, 2018; and

 

12.1.6              all amounts due and payable on or before the initial Advance by the Borrower pursuant to this Agreement and the other Loan Documents, including reasonable out of pocket costs, work fees and reasonable legal fees of the Administrative Agent and the Lenders (including reasonable legal fees of Lenders’ Counsel), shall have been paid or be paid out of the proceeds of the initial Advance under Facility A Credit.

 

12.2                        Conditions Precedent to each Advance

 

The obligation of each Lender to make each Advance (including the initial Advance), each Conversion Advance and each Rollover Advance and of the Issuing Bank to issue each Letter of Credit (including the first Letter of Credit) is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Administrative Agent:

 

12.2.1              the Administrative Agent shall have received, as applicable, a Notice of Borrowing prior to the Drawdown Date as required in Section 3.2, Section 5.2 or Section 6.2, as applicable, or a Notice of Conversion prior to the Conversion Date as required in Section 3.8, Section 5.6 or Section 6.6, as applicable, or a Notice of Rollover prior to the Rollover Date as required in Section 7.13,

 

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Section 9.2 or Section 9.3, as applicable, or a Letter of Credit Application as required in Section 10.7.1; and

 

12.2.2              on the date of each such Advance, Conversion Advance, Rollover Advance or the issuance of such Letter of Credit, as applicable, the following statements shall be true to the satisfaction of the Administrative Agent (and the acceptance by the Borrower of the proceeds of such Advance or Conversion Advance or Rollover 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 issuance of the Letter of Credit, as applicable, such statements are true):

 

12.2.2.1                            the representations and warranties contained in ARTICLE 2, subject to any revision or update to Schedules to be made pursuant to Section 13.1.2.10 (but without waiving the obligation of the Borrower pursuant to the Agreement to give prompt notice to the Administrative Agent of certain changes which will have to be subsequently reflected in revisions or updates to Schedules pursuant to Section 13.1.2.10) and, except the representations and warranties of Section 2.1.16 (which shall be read as if they referred to the most recent financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 13.1.2), are true and correct in all material respects on and as of the date of such Advance, Conversion Advance, Rollover Advance or issuance of the Letter of Credit, as applicable, as though made on and as of such date; and

 

12.2.2.2                            no event has occurred and is continuing, or would result from such Advance, Conversion Advance, Rollover Advance or Letter of Credit, as applicable, which constitutes a Default or an Event of Default, or, in connection with an Advance requested to fund a Limited Condition Transaction, subject to Section 1.15, on the date on which the definitive agreement governing the relevant Permitted Acquisition is executed, immediately before and immediately after giving pro forma effect to such Permitted Acquisition (including any Indebtedness of the Person or the Assets to be acquired and any incurrence, assumption or repayment of Indebtedness or Liens which is reasonably expected to occur in connection with the closing of the Limited Condition Transaction and the use of proceeds thereof), no Default or Event of Default shall have occurred and be continuing and on the date of the Advance funding the relevant Acquisition, no Event of Default pursuant to Section 15.1.1, Section 15.1.2 or Section 15.1.8 has occurred and is continuing or would result from such Advance.

 

12.3                        Waiver

 

The terms and conditions of Sections 12.1 to 12.2 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on instruction from the unanimous

 

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Lenders in whole or in part, with or without terms or conditions, in respect of any Advance, Conversion Advance, Rollover Advance or 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 other Advance, Conversion Advance, Rollover Advance or Letter of Credit, as applicable.

 

ARTICLE 13
 COVENANTS

 

13.1                        Affirmative Covenants

 

So long as any amount owing under this Agreement or the other Loan Documents remains unpaid or the Swingline Lender has any obligation under this Agreement or any Lender has any Commitment under this Agreement, and unless consent is given in accordance with Section 23.3, each Obligor covenants and agrees and the Canadian Borrower shall cause each of its Restricted Subsidiaries to:

 

13.1.1              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 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;

 

13.1.2              Financial and Other Information:  It will furnish or cause to be furnished to the Administrative Agent by electronic means for distribution to each Lender:

 

13.1.2.1                            Notice of Default: As soon as possible and in any event within five (5) Banking Days after the occurrence of each Event of Default or becoming aware of each event which constitutes a Default, a statement of a Responsible Officer of the relevant Obligor setting forth details of such Event of Default or Default and the action which such Obligor proposes to take with respect thereto;

 

13.1.2.2                            Quarterly Financial Statements for the Canadian Borrower: As soon as practicable and in any event within forty-five (45) days after the close of each quarterly accounting period in each fiscal year of the Canadian Borrower, the unaudited in-house consolidated financial statements for such quarterly period (including a breakdown by business line) subject to normal year-end auditing adjustments;

 

13.1.2.3                            Annual Consolidated Financial Statements: As soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Canadian Borrower, the audited consolidated financial statements and related management discussion and analysis for such fiscal year, setting forth in comparative form the figures and as at the end of and for the previous fiscal year, accompanied by an audit report of the

 

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Auditors, which report shall include an opinion of the Auditors, which opinion shall not be qualified and shall state that such financial statements were prepared in accordance with Applicable Accounting Principles;

 

13.1.2.4                            Quarterly Officer’s Certificate: At each time financial statements are delivered pursuant to Section 13.1.2.2 or 13.1.2.3, a certificate of a Responsible Officer of the Canadian Borrower acceptable to the Administrative Agent and in substantially the form of Schedule 13.1.2.4;

 

13.1.2.5                            Quarterly Adjusted EBITDA Calculation: At each time financial statements are delivered pursuant to Section 13.1.2.2 or 13.1.2.3, the certificate delivered pursuant to Section 13.1.2.4 shall set forth reasonably detailed calculations of the Adjusted EBITDA for the rolling four-quarter period ending on the fiscal quarter for which such certificate is being delivered and a statement as to the aggregate amount of the Facility A Loan (including the Swingline Loan), the Facility C Loan and the Facility D Loan outstanding on the last day of the fiscal quarter for which such certificate is being delivered and a calculation of the percentage that such amount is of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment);

 

13.1.2.6                            Annual Excess Cash Flow Calculation: At each time financial statements are delivered pursuant to Section 13.1.2.3, commencing with the financial statements for the fiscal year ending December 31, 2017, the certificate delivered pursuant to Section 13.1.2.4 shall set forth reasonably detailed calculations of Excess Cash Flow for such fiscal year;

 

13.1.2.7                            Pro Forma Adjustment and Management’s Discussion: At each time financial statements are delivered pursuant to Section 13.1.2.2 or 13.1.2.3, to the extent delivered under the Term Loan Agreement and at such time as required to be delivered under the Term Loan Agreement, (a) an internally prepared management summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and (b) a management’s discussion and analysis;

 

13.1.2.8                            Annual Financial Forecast and Business Plan:  No later than one hundred and twenty (120) days following each fiscal year end of the Canadian Borrower, the annual financial forecast and business plan of the Canadian Borrower and its Subsidiaries in form acceptable to the Administrative Agent, including financial projections on a quarterly basis for the coming year, income statement, balance sheet, cash flow statement, capital expenditure

 

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budget, detailed list of assumptions and projected compliance ratios, and from time to time as mutually agreed to between the Canadian Borrower and the Administrative Agent, amendments and updates thereto;

 

13.1.2.9                            Material Adverse Effect: As soon as possible, and in any event within five (5) Business Days of a Responsible Officer of an Obligor becomes aware of it, written notice of any change or effect which has or could have a Material Adverse Effect, accompanied with all reasonable details thereof;

 

13.1.2.10                     Revision or Update to Schedules: Should any of the information or disclosures provided on any of the Schedules in relation to a representation that is not only expressed as of a specific date become outdated or incorrect in any material respect during any fiscal quarter, and such information or disclosures has not otherwise been supplemented in perfection certificates delivered to the Administrative Agent in relation to any Restricted Subsidiaries that are the subject of Permitted Acquisitions such that with the information provided in such perfection certificates, the information and disclosures are collectively not outdated or incorrect in any material respect, within thirty (30) days of the end of such quarter, such revisions or updates to such Schedule(s) as may be necessary or appropriate to up-date or correct such Schedule(s);

 

13.1.2.11                     Notice of Litigation, Etc.: As soon as possible, and in any event within five (5) Business Days after any Obligor has received notice of the commencement thereof, written notice of any litigation, proceeding or dispute affecting any of the Obligors or their respective property before any court, tribunal, commission or other administrative agency which could reasonably be expected to result in a potential liability in excess of C$7,500,000 or have a Material Adverse Effect; from time to time, each Obligor shall provide all reasonable information requested by the Administrative Agent concerning the status of any such litigation, proceeding or dispute;

 

13.1.2.12                     Notices from Ministry of Environment: As soon as possible, and in any event within five (5) Business Days after any Obligor has received notice of same, written notice of any update, notice or other correspondence received from any Ministry of Environment pertaining to compliance with all Environmental Laws if such update, notice or other correspondence could reasonably be expected to result in a potential liability in excess of C$7,500,000 or have a Material Adverse Effect; from time to time, each Obligor shall provide all reasonable information requested by the

 

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Administrative Agent concerning the status of any such documentation;

 

13.1.2.13                     Notice of Lien: As soon as possible, and in any event, within five (5) days of acquiring knowledge that a material Lien exists against the Assets of the Obligors or any one thereof that is not a Permitted Lien;

 

13.1.2.14                     Notice of Restricted Subsidiaries: Together with the delivery of the officer’s certificate delivered pursuant to Section 13.1.2.4 with respect to the financial statements referred to in Section 13.1.2.3 a list of each Subsidiary of the Canadian Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such certificate or a confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list or other disclosure of such information to the Administrative Agent;

 

13.1.2.15                     Information Provided to Other Creditors: Promptly after the furnishing thereof, copies of any material statements or material reports (that are not otherwise furnished hereunder to the Administrative Agent) furnished to the Term Lenders or the trustee under the High Yield Notes;

 

13.1.2.16                     Financial Management Letters: Promptly upon receipt thereof, copies of any detailed final management letters submitted to the board of directors (or the audit committee of the board of directors) of the Canadian Borrower by the Canadian Borrower’s auditors in connection with the accounts or books of the Canadian Borrower or any Subsidiary or any audit of any of them; and

 

13.1.2.17                     Other Information: Such other information respecting the condition or operations, financial or otherwise, of each of the Obligors, as the Administrative Agent may from time to time reasonably request;

 

13.1.3              Payment of Taxes: It will promptly pay and discharge all lawful and material Taxes assessed against it or imposed upon its income and profits of, or upon any property belonging to it before the same shall become in default, as well as all lawful and material claims for labour, materials and supplies which, if unpaid, might become a Lien other than a Permitted Lien upon such property or any part thereof, provided, however, that it shall not be required to cause to be paid and discharged any such Tax, claims for labour, materials or supplies as long as the amount or validity thereof shall be diligently contested by it in good faith by appropriate proceedings and it shall have set aside on its books and records reserves or provisions with respect thereto that it considers adequate or necessary;

 

13.1.4              Books and Records: It will keep true and complete books and records and accounts in accordance with Applicable Accounting Principles;

 

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13.1.5              Permit Inspections: It will permit the Administrative Agent, by its representatives and agents, after reasonable notice, to visit or inspect its Assets, 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, their respective senior officers at such reasonable times during normal business hours and intervals as the Administrative Agent may designate and, provided that no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided in this Agreement), as agreed with the Canadian Borrower;

 

13.1.6              Preservation of Existence (Corporate or other) and Related Matters: It will at all times cause to be done all things necessary to preserve and keep in full force and effect its legal existence (corporate or other) and all material rights, franchises, licences and privileges necessary to the conduct of its business; and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction which requires such qualification and authorization, unless failure to do so could not reasonably be expected to have a Material Adverse Effect;

 

13.1.7              Operation and Maintenance of Properties: It will operate, maintain and preserve in good repair, working order and condition (ordinary wear and tear excepted), all its material Assets necessary for the proper conduct of its business;

 

13.1.8              Compliance with Laws, including Environmental Laws; Notices: It will, at all times, comply in all material respects with all Applicable Laws, including without limitation, Environmental Laws of any jurisdiction applicable to it or any of its Assets, except where such compliance is being contested in good faith by appropriate legal proceedings diligently pursued or where failing to comply could not reasonably be expected to have a Material Adverse Effect;

 

13.1.9              Collateral and Guarantee Requirement: It shall be a requirement (the “Collateral and Guarantee Requirement”) from and after the Closing Date, that:

 

13.1.9.1                            the Administrative Agent shall have received each Security Document required to be delivered (i) on the Closing Date including without limitation those Security Documents listed on Schedule 14.1 or (ii) on such other dates as required pursuant to Sections 13.1.10, 13.1.13 and 13.1.14 or the Security Documents, duly executed by each Obligor party thereto;

 

13.1.9.2                            all Obligations (for certainty, including the Obligations of the Canadian Borrower under its Guarantee of the Obligations of the US Borrower) shall have been unconditionally guaranteed by (i) the Canadian Borrower (ii) each Restricted Subsidiary of the Canadian Borrower that is not an Excluded Subsidiary (iii) the US Borrower and (iv) any Restricted Subsidiary of the Canadian Borrower that provides a Guarantee in favour of the Term Loan

 

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Lenders or is required to be a guarantor pursuant to the provisions of the Term Loan Agreement, provided that no Guarantor will be required to provide a Guarantee of its own direct obligations under (x) any Loan Document or (y) any Permitted Hedging Agreement or Secured Cash Management Agreement to which it is a party as a direct obligor;

 

13.1.9.3                            all Obligations of the US Borrower shall have been unconditionally guaranteed by the Canadian Borrower;

 

13.1.9.4                            the Obligations of each Obligor shall have been secured by a first-priority security interest (subject to Permitted Liens) in all Equity Interests of each Restricted Subsidiary that is a Wholly Owned Subsidiary;

 

13.1.9.5                            except to the extent otherwise provided hereunder or under any Security Document, and subject to Permitted Liens, the Obligations shall have been secured by a valid and perfected security interest in substantially all tangible and intangible assets of each Obligor (including accounts receivable, inventory, equipment, investment property, contract rights, registered intellectual property (including applications for registered intellectual property, but excluding any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d), or an “Amendment to Allege Use” pursuant to Section 1(c), of the Lanham Act, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal Applicable Laws), other general intangibles, and solely to the extent required by Section 13.1.10, mortgages on Material Real Property and, in each case, proceeds of the foregoing), in each case, with the priority required by the Security Documents (to the extent such security interest may be perfected by delivering certificated securities and Material Debt Instruments, solely to the extent required by Section 13.1.10, filing any Security Documents in the appropriate filing or land registry office of the county or municipality where the respective mortgaged property is located, filing financing statements under the Uniform Commercial Code or PPSA or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office or the Canadian Intellectual Property Office);

 

13.1.9.6                            the Administrative Agent shall have received counterparts of Security Documents including a mortgage and other

 

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documentation required to be delivered, with respect to each Material Real Property, if any, pursuant to Section 13.1.10; and

 

13.1.9.7                            the combined total tangible Assets and Adjusted EBITDA of the Canadian Borrower and Guarantors shall directly represent not less than 85% of the total tangible Assets and Adjusted EBITDA of the Canadian Borrower and its Subsidiaries determined on a consolidated basis (but excluding the tangible Assets and EBITDA of any Joint Venture) (the “Minimum Guarantor Requirement”);

 

Subject to Section 13.1.9.7, this Section 13.1.9 and the Loan Documents shall not contain any requirements as to, the creation or perfection of pledges of or security interests in, mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets.  The Administrative Agent may grant extensions of time for the perfection of security interests in or the delivery of the Security Documents and the obtaining of title insurance, surveys and abstracts with respect to particular assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Obligors) where it reasonably determines, in consultation with the Canadian Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.

 

Notwithstanding anything to the contrary, there shall be no requirement for (and no Default under the Loan Documents shall arise out of the lack of (A) actions in, or required by the Applicable Laws of, any jurisdiction other than the United States (or any state thereof or the District of Columbia) or Canada (or any province thereof) in order to create, perfect or maintain any security interests in any assets (including, without limitation, any intellectual property registered outside the United States or Canada and all real property located outside the United States or Canada) (it being understood that there shall be no security agreements, pledge agreements or similar security documents governed by the Applicable Laws of any jurisdiction outside the United States or Canada) and (B) actions required to be taken to perfect by “control” with respect to any Collateral (other than delivery of certificated securities required to be pledged in accordance with Section 13.1.9.4), including control agreements or similar agreements in respect of any deposit accounts, securities accounts, commodities accounts or other bank accounts except to the extent required by Section 13.1.14;

 

13.1.10       New Subsidiaries to Guarantee and Give Security: from and after the Closing Date, at the Canadian Borrower’s expense, in accordance with and subject to the terms, conditions, and limitations of Collateral and Guarantee Requirement and any applicable limitation in any Security Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including,

 

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within sixty (60) days (or such longer period as the Administrative Agent may agree to in its reasonable discretion) after the formation, incorporation or acquisition of any new direct or indirect Wholly Owned Material Subsidiary (in each case, other than an Excluded Subsidiary) the designation in accordance with Section 13.1.15 of any existing direct or indirect Wholly Owned Material Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary) by any Obligor or upon any Wholly Owned Material Subsidiary ceasing to be an Excluded Subsidiary (including formation, incorporation or acquisition pursuant to an Acquisition but to the extent the Subsidiary is created for the purpose of making a Permitted Acquisition, such 60-day period shall commence from the date of closing of the Permitted Acquisition), subject to the First Lien Intercreditor Agreement:

 

13.1.10.1                     the Canadian Borrower shall cause each such Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to execute and deliver to the Administrative Agent unconditional joint and several guarantees and Security Documents (to the extent applicable) and other Loan Documents together with such other documents reasonably requested by the Administrative Agent consistent with the terms of this Agreement, including an acknowledgement and consent by such Subsidiary to this Agreement and a joinder agreement to become party to this Agreement and, to the extent applicable, security over all Assets of such Subsidiary by way of valid and enforceable first ranking perfected Security Interests for the benefit of the Administrative Agent and the Lenders, subject only to Permitted Liens and such other information as the Administrative Agent shall reasonably request, including without limitation, officer’s certificates, financial statements, title and search reports, resolutions, charter documents, legal opinions and any other documents referred to in Section 12.1, all in form and substance satisfactory to the Lenders;

 

13.1.10.2                     the Canadian Borrower shall cause to be delivered any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the Indebtedness held by such Subsidiary and required to be pledged pursuant to the Security Documents, endorsed in blank to the Administrative Agent;

 

13.1.10.3                     take whatever action (including the filing of financing statements under the Uniform Commercial Code, PPSA or other Applicable Laws and other applicable registration forms and filing statements, and delivery of stock and other membership interest certificates and powers to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the

 

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Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected (to the extent required by the Collateral and Guarantee Requirement and the Security Documents) Liens required by the Collateral and Guarantee Requirement; and

 

13.1.10.4                     deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the Lenders, of counsel(s) for the Obligors reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request (and consistent with the matters addressed in the legal opinions delivered on the Closing Date);

 

13.1.11       Business Plan: It will undertake its business in accordance with the annual business plan submitted by the Canadian Borrower to the Administrative Agent in conformity with the provisions of Section 13.1.2.8; it will conduct its business substantially as presently conducted (or otherwise permitted under this Agreement) and in accordance with good business practices;

 

13.1.12       Use of Proceeds: It will only use the proceeds of the Credit for the purposes mentioned in Sections 3.1.2, 4.1.2, 5.1.2 and 6.1.2;

 

13.1.13       Bank Accounts: (i) it will at all times maintain all its bank accounts that are maintained in Canada or the U.S. with BMO or any other Lender and deposit in such bank accounts at BMO or with any other Lender all proceeds of Collateral and other revenues of any nature whatsoever, except (a) bank accounts with less than US$25,000,000 in the aggregate at any given time, (b) bank accounts resulting from a Permitted Acquisition in Canada or the U.S. provided that such bank accounts may be maintained only for a period of six months following the Permitted Acquisition and thereafter for an additional six months solely for the purpose of facilitating receipt of customer payments by direct deposits, clearance of cheques drawn on such bank accounts prior to such date and similar transitional purposes and shall deposit amounts to such bank accounts solely to the extent required to satisfy obligations in respect of outstanding cheques drawn on such bank accounts, and (c) such other accounts which are subject to an account control agreement satisfactory to the Administrative Agent or as otherwise approved by the Administrative Agent; provided, however, that it shall deliver to the Administrative Agent, within 90 days (or such longer period as may be agreed by the Administrative Agent) of any Permitted Acquisition where the target maintains bank accounts in Quebec and such accounts located in Quebec are to be continued to be maintained with a financial institution other than BMO, a deposit account control agreement, such agreement to be in form and substance satisfactory to the Administrative Agent, acting reasonably; and (ii) it will, at all times prior to the Facility C Maturity Date, maintain a bank account in the U.S. with BMO denominated in USDollars;

 

13.1.14       Cash Management: It will at all times maintain its Canadian core Cash Management Services business with the Lenders;

 

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13.1.15       Designation of Subsidiaries. Subject to Section 13.1.9.7, the Canadian Borrower may at any time after the Closing Date designate (or re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Event of Default shall have occurred and be continuing, (ii) no Subsidiary which is, or which is required to be, a “Restricted Subsidiary” under the Term Loan Agreement may be designated as an Unrestricted Subsidiary, and (iii) the investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 13.3.16.  The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Canadian Borrower therein at the date of designation in an amount equal to the fair market value as determined by the Canadian Borrower in good faith of the Canadian Borrower’s or a Subsidiary’s (as applicable) investment therein.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any investment by the Canadian Borrower or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Canadian Borrower in good faith at the date of such designation of the Canadian Borrower’s or a Subsidiary’s (as applicable) investment in such Subsidiary.

 

13.1.16       AML Legislation.  The Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, anti-corruption, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Borrowers, the Guarantors, their directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrowers and the Guarantors, and the transactions contemplated hereby.

 

13.1.16.1                     The Borrowers shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or Participant of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

 

13.1.16.2                     The Borrowers agree to cooperate with the Administrative Agent and each Lender and provide them with all information that may be reasonably required in order to fulfil their obligations under AML Legislation.  Without limiting the generality of the foregoing, the Borrower agrees to use commercially reasonable efforts to obtain the consent of any of their respective officers, directors and employees whose consent to the disclosure of any

 

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such information is required under applicable privacy legislation under Applicable Law.

 

13.1.16.3                     Each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of either Borrower or the Guarantors or any authorized signatories of either Borrower or a Guarantor on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrowers or any Guarantor or any such authorized signatory in doing so.

 

13.2                        Financial Covenant and Cure Action

 

13.2.1              So long as any amount owing under this Agreement or the other Loan Documents remains unpaid, or the Swingline Lender has any obligation under this Agreement or any Lender has any Commitment under this Agreement, and unless consent is given in accordance with Section 23.3, the Canadian Borrower shall maintain the following ratio on a consolidated basis:

 

13.2.1.1                            Total Net Funded Debt to Adjusted EBITDA: at any time that the aggregate amount of the Facility A Loan (including the Swingline Loan), the Facility C Loan and the Facility D Loan is greater than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment, a ratio of Total Net Funded Debt to Adjusted EBITDA, determined quarterly on the last day of each fiscal quarter of the Canadian Borrower on the basis of the last four completed fiscal quarters of the Canadian Borrower on such date, equal to or less than 8.0:1.

 

The Administrative Agent and the Lenders shall verify such ratio as of the end of each fiscal quarter of the Canadian Borrower at the time of delivery of the certificate required to be delivered pursuant to Section 13.1.2.4 and in accordance with Applicable Accounting Principles, and within 10 Business Days of any written request therefor by the Administrative Agent.

 

13.2.2              In the event of any Event of Default of the financial covenant set forth in Section 13.2.1 (the “Financial Covenant”), any proceeds from the issuance of equity received from the shareholders of the Canadian Borrower within ten (10) Business Days of the Canadian Borrower being required to deliver the financial statements as provided for in Section 13.1.2.3 and Section 13.1.2.2 will, at the written request of the Canadian Borrower, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with such Financial Covenant at the end of the applicable fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Cure Action”); provided that:

 

13.2.2.1                            the amount of any Cure Action and the use of proceeds therefrom will be no greater than the amount required to cause the Canadian Borrower to be in compliance with the Financial Covenant;

 

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13.2.2.2                            all Cure Actions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, Excess Cash Flow and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect);

 

13.2.2.3                            (i) there shall be no more than four (4) Cure Actions made during the term of this Agreement, (ii) a Cure Action may not be made more than twice in any four fiscal quarter period; and (iii)  the proceeds of all Cure Actions must be actually received by the Canadian Borrower; and

 

13.2.2.4                            to the extent that the Canadian Borrower has applied the aggregate proceeds of a Cure Action to repay the Facility A Credit, the Facility C Credit and the Facility D Credit (which repayment shall be made proportionately in accordance with the principal amount outstanding under the Facility A Credit (excluding Facility A Letters of Credit), the Facility C Credit and the Facility D Credit at the time of such repayment), or a portion thereof (a “Repayment”), such Repayment shall be ignored for purposes of determining the amount of Debt of the Obligors for purposes of calculating the Financial Covenant set forth in Section 13.2.1 until such time that the Cure Action ceases to be included in the calculation of Adjusted EBITDA pursuant to the provisions of this Section 13.2.2.

 

The Canadian Borrower shall provide notice to the Administrative Agent of its intention to cause to be made a Cure Action prior to the date the financial statements are required to be delivered pursuant to Section 13.1.2.3 and Section 13.1.2.2.  If, after giving effect to the recalculations set forth in this Section 13.2.2, the Canadian Borrower shall then be in compliance with the Financial Covenant, the Canadian Borrower shall be deemed to have satisfied the requirements of the Financial Covenant and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.  Nothing contained herein shall be interpreted to restrict the Administrative Agent and the Lenders from accelerating the Obligations following the occurrence and during the continuance of an Event of Default pursuant to Section 15.1.4 as a result of the occurrence of any Event of Default other than in respect of the Financial Covenant that is addressed as a consequence of a Cure Action being made.

 

13.3                        Negative Covenants

 

So long as any amount owing under this Agreement or the other Loan Documents remains unpaid or the Swingline Lender has any obligation under this Agreement or any Lender has any Commitment under this Agreement and, unless consent is given in accordance with

 

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Section 23.3, the Obligors shall not and the Canadian Borrower shall cause its Restricted Subsidiaries not to:

 

13.3.1              Indebtedness:  Create, incur, assume or suffer to exist any Indebtedness except for:

 

13.3.1.1                            its Obligations;

 

13.3.1.2                            Indebtedness outstanding on the date hereof and listed on Schedule 2.1.25 and, except as otherwise set forth therein, any refinancings, refundings, renewals, extensions or extensions thereof, which may include any increases thereof so long as, in each case, such increase is permitted pursuant to and included in calculating the amount of Indebtedness permitted under Section 13.3.1.3; provided that (i) except as provided above, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favourable in any material respect to the Canadian Borrower or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed then applicable market interest rate;

 

13.3.1.3                            Indebtedness in respect of Financial Lease Obligations and Purchase Money Mortgage obligations for fixed or capital assets of the Canadian Borrower and its Restricted Subsidiaries within the limitations set forth in Sections 1.1.245.11 and 1.1.253 (collectively “PMSI Indebtedness”), whether now existing or hereafter incurred, in an aggregate amount not to exceed the greater of (a) C$145,000,000 at any time, and (b) 5% of Total Consolidated Tangible Assets of the Canadian Borrower determined at the time of incurrence of the PMSI Indebtedness;

 

13.3.1.4                            Indebtedness in respect of Other Leases;

 

13.3.1.5                            indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with Permitted Acquisitions or permitted dispositions of Equity Interests or assets of the Canadian Borrower and its Restricted Subsidiaries; provided that the maximum aggregate liability in

 

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respect of all such obligations shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received or paid and without giving effect to any subsequent changes in value) actually received or paid by the Canadian Borrower and its Restricted Subsidiaries in connection with such Permitted Acquisition or disposition;

 

13.3.1.6                            surety and similar bonds and completion bonds and bid guarantees provided by or issued on behalf of the Canadian Borrower and its Restricted Subsidiaries, or by or on behalf of any Person that is the subject of a Permitted Acquisition, obtained by the Canadian Borrower and its Restricted Subsidiaries or such Person in the ordinary course of business;

 

13.3.1.7                            Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days following its incurrence;

 

13.3.1.8                            unsecured Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

 

13.3.1.9                            Indebtedness representing deferred compensation to employees of the Canadian Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business consistent with past practices and approved by the compensation committee of the board of directors of the Canadian Borrower;

 

13.3.1.10                     solely with respect to the mortgages granted by the Canadian Borrower and its Restricted Subsidiaries, guarantees arising under indemnity agreements to title insurers to cause such title insurer to issue to Administrative Agent mortgagee title insurance policies;

 

13.3.1.11                     Guarantees of the Canadian Borrower and any of its Restricted Subsidiaries in respect of Indebtedness otherwise permitted hereunder;

 

13.3.1.12                     unsecured Indebtedness (i) owing by any Obligor to any other Obligor, (ii) owing by a Restricted Subsidiary that is not an Obligor to another Restricted Subsidiary that is not an Obligor, or (iii) owing by Restricted Subsidiaries that are not Obligors to Obligors in an aggregate principal amount at any time outstanding under this Section 13.3.1.12(iii) and when aggregated with investments in Restricted Subsidiaries which are not Obligors in accordance with Section 13.3.16.3 not to exceed in the aggregate at any one time outstanding C$30,000,000, determined at the time of the incurrence of such Indebtedness (calculated on a pro forma basis);

 

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13.3.1.13                     accounts payable in the ordinary course of business;

 

13.3.1.14                     Indebtedness in respect of (A) Subordinated Debt (including Seller Subordinated Debt not to exceed at any time the amount of C$5,000,000), and (B) High Yield Notes and the Guarantees in respect thereof by any Obligor, and (C) any other unsecured Indebtedness (whether Subordinated Debt, pursuant to a high yield notes offering or otherwise constituting unsecured Indebtedness);

 

13.3.1.15                     secured and unsecured Indebtedness of Restricted Subsidiaries acquired pursuant to a Permitted Acquisition which Indebtedness existed prior to it becoming a Restricted Subsidiary or prior to a Restricted Subsidiary acquiring the Assets which are the subject of a Permitted Acquisition and, in each case, which was not created or incurred in contemplation of the Permitted Acquisition;

 

13.3.1.16                     Indebtedness incurred in respect of obligations to pay the purchase price, or any portion thereof, for a Permitted Acquisition to the relevant vendor, which Indebtedness may be secured solely by a Lien against all or any portion of the shares or assets purchased from such vendor;

 

13.3.1.17                     Indebtedness of Restricted Subsidiaries which are not Guarantors, provided that the aggregate amount of such Indebtedness does not exceed at any time the amount of C$30,000,000, is not guaranteed by any Obligor and, to the extent such Indebtedness is secured, the security therefor is solely against the assets of such Restricted Subsidiaries;

 

13.3.1.18                     Indebtedness under the Term Loan (i) in the amount initially advanced on the date hereof; and (ii) any increase in the principal amount thereof subsequent to the date hereof; provided in either case that such Indebtedness is subject to the First Lien Intercreditor Agreement or any replacement inter-creditor agreement upon substantially the same terms and conditions acceptable to the Administrative Agent acting reasonably, in connection with any refinancing, replacement or restructuring of the Term Loan for all or any portion of the Indebtedness under the Term Loan;

 

13.3.1.19                     to the extent any such transaction constitutes Indebtedness, any investment permitted by Section 13.3.16;

 

13.3.1.20                     Permitted Hedging Agreement Obligations and obligations pursuant to Secured Cash Management Agreements and Bank Product Debt;

 

13.3.1.21                     unsecured daylight loans incurred for Planning Transactions and other corporate planning purposes provided such loans are funded through accounts held solely with the Administrative Agent and are repaid on the same day as the advance of such loans; and

 

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13.3.1.22                     any other secured Indebtedness, provided that (i) such secured Indebtedness shall be subject to an intercreditor agreement satisfactory to the Administrative Agent, acting reasonably and (ii) if the documentation relating to such other secured Indebtedness has any additional financial covenants or affirmative or restrictive covenants which make the terms of such other secured Indebtedness more favourable to the lenders thereunder than the corresponding financial covenant or affirmative or restrictive covenant set forth in this Agreement, then the Borrowers shall agree to make comparable amendments to this Agreement if so requested by the Lenders;

 

in each case provided that the creation, incurring or assumption by it of any such Indebtedness, or its existence, does not constitute a Default or an Event of Default under any other provision of this Agreement, no Default or Event of Default has occurred and is continuing or would occur immediately after giving effect to such Indebtedness, and provided further that provided that, in relation to Sections 13.3.1.14, 13.3.1.15, 13.3.1.16, 13.3.1.17, 13.3.1.18(ii), 13.3.1.19 and 13.3.1.22 after giving effect to the creation, incurrence or assumption of such Indebtedness the ratio of Net Funded Secured Debt to Adjusted EBITDA shall be equal to or less than 5.0:1.0 (the “Designated Financial Test”);

 

13.3.2              Liens: Create, incur, assume or suffer to exist any Lien on any of its Assets other than Permitted Liens;

 

13.3.3              Mergers, Etc.: Enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, 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; provided however (i) an Obligor may amalgamate or merge with, or sell or transfer all or a substantial part of its undertaking to, or be liquidated into, another Obligor or a corporation acquired as part of a Permitted Acquisition within 31 days thereof and (ii) a Restricted Subsidiary that is not an Obligor may amalgamate with or merge or be liquidated or wound up into an Obligor or sell or transfer all or a substantial part of its undertaking to an Obligor, in each case if:

 

13.3.3.1                            no Default or Event of Default which has not been waived or cured as provided in this Agreement exists immediately prior to, or would exist upon effecting, such transaction;

 

13.3.3.2                            within ten (10) Business Days following such amalgamation or merger, the Person resulting from any such amalgamation or merger shall have expressly assumed in writing in favour of the Administrative Agent and the Lenders all the Obligations of the predecessor corporations and shall have executed, signed and delivered all deeds and documents, effected such registrations and

 

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done such other acts and things as, in the opinion of the Administrative Agent, are reasonably necessary or desirable to create, preserve or protect valid and effective first-ranking Security Interests securing the Obligations for the benefit of the Administrative Agent and the Lenders on all the Assets of the Person resulting from the amalgamation or merger or the purchaser or transferee, subject to Permitted Liens, all in form and substance satisfactory to the Administrative Agent provided however that any filings required to be made pursuant to the Uniform Commercial Code or PPSA shall be made within five (5) Business Days of such amalgamation or merger, unless otherwise agreed by the Administrative Agent and provided further that, to the extent such filing is not mandatory or a required filing for perfection, it shall be made within a reasonably practicable time period thereafter; and

 

13.3.3.3                            within ten (10) Business Days following such amalgamation or merger, the Administrative Agent shall have received all deeds, documents and instruments referred to in Section 13.3.3.2, and a favourable opinion of counsel to the Obligors, in the form and substance reasonably acceptable to the Administrative Agent;

 

and a Restricted Subsidiary that is not an Obligor may amalgamate or merge with or sell or transfer all or sell a substantial part of its undertaking to or be liquidated or wound up into another Restricted Subsidiary that is not an Obligor

 

13.3.4              Disposal of Assets Generally: Sell, exchange, lease, release or abandon or otherwise Dispose of any of its Assets to any Person other than:

 

13.3.4.1                            sales of Assets for a maximum aggregate fair market value not in excess of 25% of the value of the tangible Assets of the Obligors in any fiscal year of the Canadian Borrower, unless the proceeds of such sales are reinvested within 365 days of the sales;

 

13.3.4.2                            sales of Assets in the ordinary course of business;

 

13.3.4.3                            any bona fide sales, transfers or Dispositions of Assets, other than accounts receivable and marketable securities referred to in Section 13.3.4.4, at fair market value;

 

13.3.4.4                            any sale, transfer or other Disposition by it in the ordinary course of its business of marketable securities which are current assets of it;

 

13.3.4.5                            Dispositions of obsolete, abandoned, or worn out or no longer useful property, whether now owned or hereafter acquired, in the ordinary course of business;

 

13.3.4.6                            Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such

 

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Disposition are reasonably promptly applied to the purchase price of such replacement property;

 

13.3.4.7                            Dispositions of property by the Canadian Borrower or a Restricted Subsidiary to the Canadian Borrower or another Restricted Subsidiary provided that if the Disposition is by an Obligor to a Restricted Subsidiary who is not an Obligor either (a) the Person to whom the Disposition is made must become an Obligor within thirty (30) days of such Disposition, or (b) the Disposition of Assets for all such Dispositions of Assets in any financial year in the aggregate does not exceed C$10,000,000;

 

13.3.4.8                            to the extent otherwise permitted hereunder, an issuance of Equity Interests by the Canadian Borrower or by a Restricted Subsidiary to the Canadian Borrower or another Restricted Subsidiary provided that if the issuance is by a Restricted Subsidiary that is not an Obligor it is an investment permitted by Section 13.3.16.3 by an Obligor to another Obligor;

 

13.3.4.9                            the unwinding of any Permitted Hedging Agreement in the ordinary course of business;

 

13.3.4.10                     to the extent any such transaction constitutes a Disposition, any investment otherwise permitted under Section 13.3.16;

 

13.3.4.11                     to the extent any such transaction constitutes a Disposition, the granting of a Security Interest by any Obligor permitted hereunder; and

 

13.3.4.12                     the sale of Equity Interests or Indebtedness or other securities of an Unrestricted Subsidiary and Dispositions of investments in Joint Ventures and non-Wholly Owned Subsidiaries to the extent required by or made pursuant to customary buy-sell arrangements between the joint venture partner or similar parties set forth in joint venture arrangements or similar binding arrangements.

 

13.3.5              Lease-Backs: Enter into any arrangements, directly or indirectly, with any Person, whereby it shall sell or transfer any Assets, whether now owned or hereafter acquired, used or useful in the business carried on by it, in connection with the rental or lease of the Assets so sold or transferred or of other property for substantially the same purpose or purposes as the property so sold or transferred;

 

13.3.6              Change in Business:  Make any material change in the nature of the business heretofore and presently being carried on by it, namely environmental services and related business;

 

13.3.7              Distributions: Declare, make or pay or set aside for payment any dividends upon any of its Equity Interests, or purchase, redeem, retire or otherwise acquire, directly or indirectly, any of its Equity Interests, or make any other Distribution among the holders of its Equity Interests, or to any Affiliates of

 

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such holders in the case of management fees, other than (i) payment of Distributions by the Canadian Borrower or a Restricted Subsidiary to an Obligor or by a Restricted Subsidiary who is not an Obligor to another Restricted Subsidiary that is not an Obligor and, in any fiscal year, (ii) payment of Distributions payable solely in the common stock of the Canadian Borrower and the Restricted Subsidiaries, (iii) purchase, redemption or other acquisition of Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests, (iv) Distributions in any fiscal year up to an aggregate amount not exceeding the greater of (A) C$50,000,000 and (B) the amount of Excess Cash Flow in such fiscal year not required to be applied as a repayment of the Term Loan, and (v) Distributions made on or after August 2, 2018 of up to an aggregate amount of C$71,773,000 provided, however, that no Distributions shall be declared, made or paid at any time where any Default or Event of Default shall have occurred and be continuing or shall exist or would result from such Distributions.

 

13.3.8              Payment of Subordinated Debt: Pay or set aside for payment any principal or interest on account of Subordinated Debt unless specifically permitted under the provisions of the applicable subordination agreement referred to in the definition herein of Subordinated Debt, but under no circumstances if any Default or Event of Default shall have occurred and is continuing or shall exist or would result from such payment.

 

13.3.9              Transactions with Affiliates, Etc.: Directly or indirectly (x) purchase, acquire or lease any material property from, (y) sell, transfer or lease any material property to, or (z) permit any of its Subsidiaries to purchase, acquire or lease any material property from, or sell, transfer or lease any material property to, any Affiliate of the Canadian Borrower or any other Person not dealing at Arm’s Length with the Canadian Borrower, except for:

 

13.3.9.1                            such purchases, sales, acquisitions, leases and transfers at prices and on terms not less favourable to the Canadian Borrower or the Restricted Subsidiaries, as the case may be, than those which would have been obtained in an Arm’s Length transaction with an Arm’s Length party;

 

13.3.9.2                            financial accommodations for employees in connection with housing loan programs, stock option or purchase plans or other similar employee benefit programs; and

 

13.3.9.3                            purchases, sales, acquisitions, leases and transfers between the Obligors.

 

Subject to the terms of this Agreement, (i) reasonable and customary directors’ fees and director and officer expense reimbursements, (ii) director and officer indemnification arrangements entered into in the ordinary course of business consistent with past practices and approved by the compensation committee of the board of directors of the Canadian Borrower and (iii) Distributions permitted under Section 13.3.7 shall not be deemed to be transactions with

 

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Affiliates of the Canadian Borrower and, therefore, will not be subject to the provisions of the prior paragraph.

 

13.3.10       Acquisitions:  Make, or permit to be made, any acquisition (including by way of amalgamation or merger) of the Assets and business of any Person or acquisitions of any Equity Interests or securities of, or other ownership interests in, any Person which would result in the Canadian Borrower or a Restricted Subsidiary, directly or indirectly, Controlling such Person (an “Acquisition”). Notwithstanding the foregoing, the Canadian Borrower or any of its Restricted Subsidiaries may make an Acquisition in a similar business to that permitted hereunder carried on by the Canadian Borrower and its Restricted Subsidiaries, provided that:

 

13.3.10.1                     the transaction is at Arm’s Length, and does not constitute a hostile takeover,

 

13.3.10.2                     such Person and its Wholly Owned Subsidiaries are located in Canada or the United States, or if any Subsidiary of such Person is not located in Canada or the United States the total Adjusted EBITDA of such Subsidiary shall not represent more than 10% of the total Adjusted EBITDA of such Person,

 

13.3.10.3                     the provisions of Section 13.2 are complied with both before and after the Acquisition,

 

13.3.10.4                     the provisions of Sections 13.1.9 and 13.1.10 are complied with,

 

13.3.10.5                     to the extent the Acquisition is not an asset Acquisition, the proposed Acquisition shall be for Control of such Person,

 

13.3.10.6                     to the extent the Acquisition is a real property Acquisition, the Administrative Agent shall be satisfied by the environmental due diligence on such real property,

 

13.3.10.7                     subject to Section 1.15, on the date on which the definitive agreement governing the relevant Acquisition is executed, immediately before and immediately after giving pro forma effect to such Acquisition (including any Indebtedness of the Person or the Assets to be acquired and any incurrence, assumption or repayment of Indebtedness which is reasonably expected to occur in connection with the closing of the Limited Condition Transaction and the use of proceeds thereof), no Default or Event of Default shall have occurred and be continuing and at the time of closing of the relevant Acquisition, no Event of Default pursuant to Section 15.1.1, Section 15.1.2 or Section 15.1.8 has occurred and is continuing or would occur immediately after giving effect to the Acquisition; and

 

13.3.10.8                     the Canadian Borrower has provided an information package to the Administrative Agent and the Lenders demonstrating that such

 

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Acquisition satisfies the requirements of each of the provisions of this Section 13.3.10.

 

In addition to the foregoing, the Canadian Borrower may make an Acquisition of any newly formed subsidiary of Holdco in exchange for the issuance to Holdco of non-voting Equity Interests of the Canadian Borrower, provided that in connection with any such transaction (each a “Planning Transaction”) (i) the subsidiary acquired from Holdco shall have no assets other than non-capital losses; (ii) following completion of any Planning Transaction, the Canadian Borrower will cause such new Subsidiary of the Canadian Borrower to be wound up into the Canadian Borrower (and a copy of the winding up and dissolution documentation shall be provided to the Administrative Agent upon request) and the articles of dissolution shall be provided to the Administrative Agent promptly following issuance thereof;

 

13.3.11       Business Outside Certain Jurisdictions: Have its head or registered office outside of a jurisdiction set forth in Schedule 2.1.10 in respect of each Obligor, and for any Canadian Obligor, have any place of business or keep or store any corporeal assets outside of those jurisdictions (or registration districts within such jurisdictions) set forth in Schedule 2.1.10 except upon 30 days’ prior written notice thereof to the Administrative Agent and then only if it has done all such acts and things and executed and delivered all such deeds, transfers, assignments and instruments as the Administrative Agent may reasonably require for creating and perfecting a Security Interest for the benefit of the Administrative Agent and the Lenders in the Assets of the Obligors to the satisfaction of the Required Lenders and Lenders’ Counsel;

 

13.3.12       Fiscal Year: Change or permit to be changed the fiscal year end of the Canadian Borrower;

 

13.3.13       Change of Control: Permit any Change of Control of the Canadian Borrower or permit the US Borrower or any Guarantor to cease being a Wholly-Owned, direct or indirect, Subsidiary of the Canadian Borrower save and except that (i) if the Canadian Borrower or any of its Restricted Subsidiaries sells or otherwise Disposes of the Equity Interests of any Guarantor (other than the US Borrower) in a transaction which is permitted under Section 13.3.4 of this Agreement, such Guarantor shall be released as a Guarantor; and (ii) the Canadian Borrower and its Restricted Subsidiaries may permit a Guarantor (other than the US Borrower) to cease being a Wholly-Owned Subsidiary pursuant to a Disposition otherwise permitted hereunder provided that the Minimum Guarantor Requirement is met after giving effect to such Disposition;

 

13.3.14       Management Fees, Etc.: Directly or indirectly pay, distribute or otherwise credit, any management fees, directors fees (other than reasonable attendance and travel fees owing to any directors), consultation fees, bonuses or other similar payments or distributions to any officer, director, employee or consultant of the Canadian Borrower or any Restricted Subsidiary other

 

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than: (i) as permitted under Section 13.3.7, (ii) salaries, bonuses and benefits payable to employees, and (iii) consulting fees;

 

13.3.15       Amendments to Articles and Bylaws: Make or permit to be made any amendment to its articles and bylaws which would be materially adverse to the Lenders;

 

13.3.16       Limitations on Investments and Financial Assistance: Provide or permit any Restricted Subsidiary to provide, directly or indirectly, any financial assistance, including by way of loans, advances, investments (by the acquisition of Equity Interests or otherwise) or other financial assistance (including Guarantees) to any Person outside of the normal course of its business, except, if it has no material impact on its financial condition and does not create a Default or Event of Default:

 

13.3.16.1                     financial assistance in favour of another Obligor or investments by an Obligor in another Obligor;

 

13.3.16.2                     financial assistance or investments by Restricted Subsidiaries that are not Obligors in other Restricted Subsidiaries that are not Obligors;

 

13.3.16.3                     financial assistance or investments by Obligors in Restricted Subsidiaries that are not Obligors in an aggregate principal amount at any time outstanding under this Section 13.3.16.3 and when aggregated with Indebtedness of Obligors to Restricted Subsidiaries which are not Obligors in accordance with Section 13.3.1.12 not to exceed C$30,000,000, determined at the time of the incurrence of such Indebtedness (calculated on a pro forma basis);

 

13.3.16.4                     investments permitted in Section 13.3.10;

 

13.3.16.5                     investments held by an Obligor in the form of Cash Equivalents or short-term marketable debt securities or in relation to deposits of cash, Cash Equivalents or securities provided to Governmental Authorities as required under Environmental Laws, in the form of municipal bonds;

 

13.3.16.6                     Guarantees permitted under Section 13.3.1;

 

13.3.16.7                     investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

 

13.3.16.8                     investments in the form of Permitted Acquisitions and Indebtedness permitted under Section 13.3.1;

 

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13.3.16.9                     endorsements of negotiable instruments and documents in the ordinary course of business to the extent such endorsement constitutes an investment hereunder; and

 

13.3.16.10              other investments for an aggregate amount at any time outstanding on a consolidated basis not to exceed C$50,000,000, provided that no Default or Event of Default would occur immediately after giving effect to such investment including compliance with the Minimum Guarantor Requirement.

 

13.3.17       High Yield Notes: At any time when a Default or an Event of Default has occurred or is continuing at the time of such redemption or would occur immediately after giving effect to such redemption, make any redemption of the High Yield Notes prior to the Maturity Date.

 

13.3.18       Prepayment of Debt to TFI Holdings Inc.: Make any prepayment of principal outstanding under the unsecured promissory note of the Canadian Borrower made in favour of TFI Holdings Inc. in the principal amount of C$25,000,000 in connection with the acquisition by the Canadian Borrower from TFI Holdings Inc. of all of the outstanding shares of Services Matrec Inc. and due February 1, 2020.

 

13.3.19       Amendment of Term Loan: Make any amendment to the provisions of the Term Loan Agreement to provide for additional Subsidiary guarantees, collateral security, financial covenants, affirmative or restrictive covenants or events of default which make the provisions of the Term Loan Agreement more restrictive or more favourable in any material respect to the lenders under the Term Loan Agreement than the corresponding covenant or Event of Default or requirement set forth in this Agreement unless the Canadian Borrower agrees to make comparable amendments to this Agreement and the Loan Documents if so requested by the Lenders.

 

13.3.20       Burdensome Agreements: Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document or the Term Loan Agreement) that limits the ability of (a) any Subsidiary which is not an Obligor to make Distributions to (directly or indirectly) or to make or repay loans or advances to any Obligor or (b) any Obligor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to any Facility and the Obligations under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations that are permitted under the Term Loan Agreement and any Contractual Obligations permitted under the Term Loan Agreement shall also be permitted under this Agreement, notwithstanding if and to the extent that the Term Loan Agreement shall have been terminated in accordance with its terms.

 

13.4                        Insurance

 

13.4.1              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

 

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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 (including loss of profit) 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 Administrative Agent, and such other insurance as the Administrative Agent may require.  Evidence satisfactory to the Administrative Agent of such insurance and all renewals and replacements thereof shall be delivered to the Administrative Agent forthwith on request, together with evidence of payment of all premiums therefor.  Each insurance policy shall contain an endorsement, in form and substance acceptable to the Administrative Agent, showing loss under such insurance policy payable to the Administrative Agent, in each case for the benefit of the Lenders.  Such endorsement, or an independent instrument furnished to the Administrative Agent, shall contain a standard mortgage clause, shall provide that the insurance company shall endeavour (without liability for failure to do so) to give the Administrative Agent at least thirty (30) days written notice before any such policy of insurance is cancelled or coverage thereunder is reduced and that no act, whether wilful or negligent, or default of any Obligor or any other Person shall affect the right of the Administrative Agent 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 insurance to pay all proceeds payable thereunder directly to the Administrative Agent 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$250,000 shall be made to the joint order of the Administrative Agent and the relevant Obligor and payments of any other claim may be made alone to the relevant Obligor, as the case may be.  Each Obligor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative 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.

 

13.4.2              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 satisfactory to the Administrative Agent.  Evidence of such insurance and all renewals and replacements thereof shall be delivered to the Administrative Agent on request, together with evidence of payment of all premiums therefor.  Each such policy shall provide that the insurance company shall endeavour (without liability for failure to do so) to give the Administrative Agent at least thirty (30) days written notice before any such policy shall be altered or cancelled.

 

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13.4.3              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 Administrative 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 Administrative Agent deems advisable.  All sums disbursed by the Administrative 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 Administrative Agent, for its own account and, until paid, shall bear interest at the Canadian Rate if owing in Canadian Dollars or the US Base Rate, if owing in USDollars.

 

13.4.4              Notice of loss:  Each Obligor shall promptly give notice to the Administrative 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$5,000,000.

 

13.4.5              Application of Insurance Proceeds:  So long as no Event of Default shall have occurred and be continuing, (a) each Obligor shall be entitled to make, settle and adjust claims under its policies of insurance and (b) the Administrative 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 Canadian 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 Administrative Agent, to be applied as the Required Lenders may, in their sole discretion, decide, (b) each Obligor shall cooperate with the Administrative 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 Administrative Agent and shall be forthwith paid over to the Administrative Agent.

 

ARTICLE 14
 SECURITY DOCUMENTS

 

14.1                        Security Documents

 

In the event that the Canadian Borrower or any Restricted Subsidiary of the Canadian Borrower provides a Lien against any of its Assets as security for obligations of the Canadian Borrower under the Term Loan Agreement or in accordance with the provisions of the Term Loan Agreement, such Obligor concurrently shall provide an equivalent Lien, ranking pari passu with the Lien in favour of the Term Loan Lenders or their Affiliates, for the benefit of the Secured Parties.

 

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14.2                        Applicability of Security Documents

 

Each of the Security Documents existing or entered into on the date of this Agreement is hereby amended to the extent necessary to (i) provide that each Security Document is entered into for the benefit of the Secured Parties and that the Obligor has entered into the Security Document with or in favour of Bank of Montreal as agent for and on behalf of itself and the Secured Parties, and (ii) exclude from the Collateral (as defined in the applicable Security Document) the Excluded Assets.  In the event of a conflict or inconsistency between the provisions of this Agreement and the provisions of any Security Document, the provisions of this Agreement shall govern.  The Canadian Borrower and each of the Guarantors hereby confirms that each of the Guarantees and the Security Documents continues in full force and effect, as amended by this Section 14.2, for the payment and performance when due of all Obligations.  Each of the Security Documents is a “Credit Support Document” for purposes of each Permitted Hedging Agreement (other than Permitted Hedging Agreements with lenders that are lenders under the Term Loan Agreement and not Lenders hereunder or Lenders under the Original Credit Agreement) and is security for all of the Obligations, whether now existing or hereafter arising, and the validity of the Guarantees and Security Documents shall not be affected by any termination of this Agreement, any Bank Product or any Permitted Hedging Agreement but shall continue until all Obligations have been fully satisfied and this Agreement, all Loan Documents, all Bank Products provided by Lenders and all Permitted Hedging Agreements have been terminated unless otherwise agreed by the Lenders and Hedge Providers which are parties thereto.

 

14.3                        Security on Material Real Property

 

14.3.1              Security Documents registered, filed and recorded against Material Real Property shall, unless otherwise agreed by the Administrative Agent, secure an amount of C$840,000,000 provided that Security Documents registered, filed and recorded against Material Real Property which has a net book value of less than C$150,000,000 pursuant to the terms of the Original Credit Agreement and prior to September 30, 2016 need not be amended to increase the stated amount of the mortgage from that amount recorded as secured as of the date of the Original Credit Agreement.

 

14.3.2              In the case of any Material Real Property, in addition to the Security Documents relating to such Material Real Property, the Canadian Borrower shall provide to the Administrative Agent:

 

14.3.2.1                            evidence that counterparts of the relevant Security Documents have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and perfected Lien on such Material Real Property in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

 

14.3.2.2                            fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form

 

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available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with customary endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value (as determined in good faith by the Canadian Borrower) of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Security Documents to be valid subsisting Liens on the real property described therein in the ranking or the priority of which it is expressed to have within the Security Documents, subject only to Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request and is available in the applicable jurisdiction at ordinary rates;

 

14.3.2.3                            to the extent reasonably requested by the Administrative Agent, customary legal opinions from local counsel for the Obligors in provinces or states in which such Material Real Property is located, with respect to, without limitation, the enforceability and perfection of the Security Documents and any related fixture filings;

 

14.3.2.4                            as promptly as practicable after the reasonable request therefor by the Administrative Agent, surveys and any then completed Phase I type environmental assessment reports; provided that the Administrative Agent may in its reasonable discretion accept any such existing survey to the extent prepared as of a date reasonably satisfactory to the Administrative Agent; provided, however, that there shall be no obligation to deliver to the Administrative Agent any environmental site assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Canadian Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Canadian Borrower to obtain such consent, such consent cannot be obtained;

 

14.3.2.5                            “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations with respect to each parcel of improved Material Real Property located in the United States and subject to a Security Document (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Obligor), and in the event that any parcel of improved Material Real Property located in the United States that is subject to a Security Document is located in a flood hazard area, evidence of flood insurance in an amount as required by Applicable Law and reasonably satisfactory to the Administrative Agent; and

 

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14.3.2.6                            such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the real property described in the Security Documents have been taken.

 

ARTICLE 15
 DEFAULT AND REMEDIES

 

15.1                        Events of Default

 

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

 

15.1.1              Default in Payment of Principal of Loan:  The Canadian Borrower or the US Borrower shall fail to make any payment of principal on the Loan when due, whether due by acceleration or otherwise; or

 

15.1.2              Other Payment Defaults: The Canadian Borrower or the US Borrower shall fail to make any payment of interest, fees or other payment (other than a payment referred to in Section 15.1.1) due under this Agreement or any Obligor fails to make any payment due under any Loan Document, in each case within three (3) days of its due date, whether due by acceleration or otherwise; or

 

15.1.3              Inaccurate Representations or Information: Any representation, warranty, statement or certificate made or delivered to any Lender or to the Administrative Agent in writing or any representation or warranty deemed pursuant to Section 2.2 or Section 12.2 to have been made to the Administrative Agent or any Lender or any financial statement delivered to the Administrative Agent or any Lender by any Obligor or any of its officers in, or in connection with, this Agreement is incorrect in any material respect or misleading in any material respect; or

 

15.1.4              Default in Certain Covenants: The Obligors shall fail to perform, observe or comply with any of the covenants contained in Sections 13.1.6, 13.1.9, 13.1.13, 13.2 or 13.3 other than 13.3.4, 13.3.12 and 13.3.15; or

 

15.1.5              Default in Other Terms and Conditions: Any Obligor 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 15.1 and such failure shall remain unremedied for a period of thirty (30) days following notice thereof by the Administrative Agent to the relevant Obligor; or

 

15.1.6              Judgment: There is entered against any one or more the Obligors (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding C$25,000,000 (to the extent not covered by independent third-party insurance satisfactory to the Administrative Agent, as to which such insurer has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case,

 

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(A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

 

15.1.7              Cross-Default to Indebtedness: The Obligors shall fail to pay any of their respective (i) Indebtedness (other than that referred to in Sections 13.3.1.4, 13.3.1.5, 13.3.1.13, 15.1.1 and 15.1.2) or any interest or premium thereon, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) the outstanding principal amount of which individually or in the aggregate at any time exceeds C$25,000,000 or the Equivalent Amount in another currency or (ii) Indebtedness under the Term Loan Agreement and in either case of (i) or (ii) such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default or 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 Indebtedness; or any such Indebtedness, the outstanding principal amount of which individually or in the aggregate at any time exceeds C$25,000,000 or the Equivalent Amount in any other currency, shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

 

15.1.8              Insolvency; Bankruptcy; Etc.: The Canadian Borrower or any Restricted Subsidiary shall not pay its debts generally as such debts 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 creditors; or any proceeding shall be commenced or instituted by or against the Canadian Borrower or any Restricted Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking winding-up, reorganization, arrangement, adjustment, dissolution, protection, relief, liquidation or composition of such Person or its debt (including a notice of intention or a proposal under any Debtor Relief Law) 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 such Person or for any substantial or material part of its property or seeking the suspension of the operations of any such Person and, in the case of any such proceeding instituted against the Canadian Borrower or any Restricted Subsidiary, as applicable, and in respect of which the relevant Person 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 such Person shall take corporate action to authorize any of the actions set forth above in this Section 15.1.8; or

 

15.1.9              Security Documents: Any Security Interest created or intended to be created by any Security Document shall cease to be a valid and enforceable perfected Security Interest thereof for a period of more than three (3) Banking Days

 

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following knowledge thereof by the relevant Obligor or notice thereof by the Administrative Agent to the relevant Obligor; or

 

15.1.10       Exercise of Remedies by Other Creditors: Any creditor or other holder of any Security Interests on all or any part of the Assets of any of the Obligors, other than the Administrative 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 Security Interest 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 forty five (45) days of its commencement or unless the validity thereof is being contested diligently and in good faith by or on behalf of the relevant Obligor by proper legal proceedings, and provided any 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 Administrative Agent and the Lenders in such Assets impaired or reduced in value; or

 

15.1.11       Seizure, Etc.: If a seizure or attachment is made of, or enforcement made against, any undertaking or other Assets of any Obligor (other than in respect of a Security Interest contemplated in Section 15.1.10) which Assets in the aggregate have a net book value in excess of C$25,000,000, provided that such seizure, enforcement or taking of possession or control continues in effect and remains undischarged for a period of twenty (20) days or unless the validity thereof is being contested diligently and in good faith by or on behalf of the relevant Obligor; or

 

15.1.12       Material Adverse Effect: There is or occurs any event or circumstance which is a Material Adverse Effect or is likely to have a Material Adverse Effect; or

 

15.1.13       Ceasing to Carry on Business: If the Canadian Borrower or any of its Restricted Subsidiaries cease or threaten to cease to carry on in the ordinary course their business or a substantial part thereof, except as a result of a reorganization permitted by the Lenders or as permitted in Section 13.3.3; or

 

15.1.14       Change of Control: If a Change of Control of the Canadian Borrower occurs; or

 

15.1.15       ERISA. If (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Canadian Borrower or any Guarantor in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to a Foreign Plan, a termination, withdrawal or noncompliance with Applicable Laws or plan terms that would reasonably be expected to result in a Material Adverse Effect.

 

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15.2                        Effect of a Default

 

Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Obligors (i) declare the Total Commitment and the obligation of each of the Lenders to make Advances to the Canadian Borrower or the US Borrower to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Loan, 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 Loan, 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 Administrative Agent all such amounts due and payable.  In addition to the foregoing, if an Event of Default pursuant to Section 15.1.8 shall occur, the Total Commitment and the obligation of each Lender to make Advances shall automatically be terminated and the Loan, 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 Administrative 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 Administrative 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 Administrative Agent on behalf of itself and the Lenders shall at the request of, or may with the consent of, the Required Lenders immediately exercise all rights and remedies they may have under this Agreement and the other Loan Documents and by law, all without any additional notice, presentment, demand, protest, notice of dishonour, entering into possession of any of the property or other Assets, or any other action, of all of which are expressly waived by the Obligors.

 

15.3                        Remedies Cumulative; No Waiver

 

For greater certainty, it is expressly understood and agreed that the rights and remedies of the Lenders and the Administrative 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 law; no failure on the part of the Lenders or the Administrative 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 Administrative 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.

 

15.4                        Clean Up Period

 

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period commencing on the closing date of any Permitted Acquisition or investment and ending on the date 30 days thereafter (the “Clean Up Period”) (a) any breach or default of

 

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any representation or warranty under ARTICLE 2 or any other Loan Document or a covenant under this Agreement or any other Loan Document or (b) any Event of Default, will be deemed not to be a breach of representation or warranty or covenant or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Section 15.4) a breach or default of any representation or warranty or covenant or an Event of Default only by reason of circumstances relating exclusively to the target, the target group or the property and assets of another Person or assets constituting a business unit, line of business or division of such Person in connection with such Permitted Acquisition or investment (or any obligation to procure or ensure in relation to such target, target group or the property and assets or business unit, line of business or division); (ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Canadian Borrower; and (iv) it would not reasonably be expected to have a Material Adverse Effect.  If the relevant circumstances are continuing on or after the date immediately following the end of the Clean Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Lenders as set forth in Section 15.2 hereof).

 

ARTICLE 16
 JUDGMENT CURRENCY

 

16.1                        Judgment Currency

 

16.1.1              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 Administrative Agent could purchase the Payment Currency with the Judgment Currency in the New York foreign exchange market on the Business Day preceding the date of final judgment or other determination.

 

16.1.2              The obligation of the Obligors in respect of any sum due from any of them to the Lenders or the Administrative 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 Business Day following receipt by the Administrative Agent of any sum so paid or adjudged to be so due in the Judgment Currency the Administrative 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 Administrative 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 Administrative Agent against such loss and if the amount in the Payment Currency so purchased exceeds the sum originally due to the Lenders and the Administrative Agent in the Payment Currency, the Lenders and the Administrative Agent agree to remit to the Obligors such excess.

 

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16.1.3              The term “rate of exchange” in this Section 16.1 means the spot rate at which the Administrative 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 17
 YIELD PROTECTION

 

17.1                        Increased Costs

 

17.1.1              Increased Costs Generally. If any Change in Law shall:

 

17.1.1.1                            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;

 

17.1.1.2                            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 17.2 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or

 

17.1.1.3                            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 Canadian Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

 

17.1.2              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 or liquidity 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

 

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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 Canadian 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.

 

17.1.3              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 17.1.1 or 17.1.2 of this ARTICLE 17, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Canadian Borrower shall be conclusive absent manifest error. The Canadian Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

 

17.1.4              Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this ARTICLE 17 shall not constitute a waiver of such Lender’s right to demand such compensation, except that the Canadian Borrower shall not be required to compensate a Lender pursuant to this ARTICLE 17 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Canadian 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.

 

17.2                        Taxes

 

17.2.1              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 ARTICLE 17) 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.

 

17.2.2              Payment of Other Taxes by the Canadian Borrower. Without limiting the provisions of paragraph 17.2.1 above, the Canadian Borrower and the US Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

 

17.2.3              Indemnification by the Canadian Borrower. The Canadian Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after

 

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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 ARTICLE 17) 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 containing reasonable details as to the calculation thereof delivered to the Canadian 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.

 

17.2.4              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.

 

17.2.5              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 Canadian 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 Canadian Borrower, deliver to the Canadian Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Canadian 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 rate of withholding. In addition, (a) any Lender, if requested by the Canadian Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Canadian Borrower or the Administrative Agent as will enable the Canadian 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 Canadian Borrower and the Administrative Agent in writing.

 

17.2.6              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 Canadian Borrower or with respect to which an Obligor has paid additional amounts pursuant to this ARTICLE 17 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 Canadian 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 Canadian

 

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Borrower or Obligor under this ARTICLE 17 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 Canadian Borrower or Obligor as applicable, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Canadian 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 Canadian Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

 

17.3                        Mitigation Obligations: Replacement of Lenders

 

17.3.1              Designation of a Different Lending Office. If any Lender requests compensation under Section 17.1, or requires the Canadian Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 17.2, 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 17.1 or 17.2, 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 Canadian Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

 

17.3.2              Replacement of Lenders.  If any Lender requests compensation under Section 17.1, if the Canadian Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 17.2, or if any Lender’s obligations are suspended pursuant to Section 17.4, then the Canadian Borrower may, at its sole expense and effort, upon 10 days’ notice to such Lender and the Administrative Agent, or if any Lender defaults in its obligation to fund Loans hereunder, then the Canadian Borrower may, at its sole expense and effort, upon 10 days’ notice to the Administrative Agent (and without prior notice to such Lender), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, ARTICLE 22), 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:

 

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17.3.2.1                                         the Borrower pays the Administrative Agent the assignment fee specified in Section 22.2.7;

 

17.3.2.2                                         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);

 

17.3.2.3                                         in the case of any such assignment resulting from a claim for compensation under Section 17.1 or payments required to be made pursuant to Section 17.2, such assignment will result in a reduction in such compensation or payments thereafter; and

 

17.3.2.4                                         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 Canadian Borrower to require such assignment and delegation cease to apply.

 

17.4                        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 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.

 

17.5                        Inability to Determine Rates Etc.

 

If the Required Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptances, the Administrative Agent will promptly so notify the Canadian Borrower and each Lender.  Thereafter, the Canadian Borrower’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Required Lenders determine and

 

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the Administrative Agent notifies the Canadian Borrower and each Lender that the condition causing such determination no longer exists.  If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein.

 

17.6                        LIBOR Rate Cancellation

 

17.6.1                                      Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent and the Canadian Borrower determine that:

 

17.6.1.1                                         adequate and reasonable means do not exist for ascertaining: the LIBO Rate for any requested Interest Period, because the rate set by ICE Benchmark Administration is not available or published on a current basis and, in each case, such circumstances are unlikely to be temporary; or

 

17.6.1.2                                         the ICE Benchmark Administration or a Governmental Authority having jurisdiction over the Administrative Agent or any Lender has made a public statement identifying a specific date after which the London interbank offered rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”);

 

(in each case, a “Libor Replacement Event”) then, reasonably promptly after such determination, the Administrative Agent and the Borrower may negotiate an amendment to this Agreement to replace LIBO Rate Loans with loans using an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “Libor Successor Rate”), giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, together with any required conforming changes to this Agreement; provided that such Libor Successor Rate shall not be less than zero. The Administrative Agent shall thereafter notify the Lenders thereof and provide a copy of such amendment to the Lenders. Notwithstanding anything to the contrary in Section 23.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days, of the date notice of such LIBOR Successor Rate and a copy of such proposed amendment is provided to the Lenders, a written notice from the

 

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Required Lenders stating that such Required Lenders object to such amendment.

 

17.6.2                                                   If no Libor Successor Rate has been determined, and (i) the circumstances described under Section 17.6.1.1 above exist; or (ii) the Scheduled Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of or conversion into LIBO Rate Loans or, failing that, will be deemed to have converted any such notice into an Advance Request or Conversion Request, as applicable, requesting US Base Rate Loans, in the case of the Canadian Borrower, or US Prime Rate Loans, in the case of the US Borrower, in the amount specified therein.

 

ARTICLE 18
 RIGHT OF SETOFF

 

18.1                        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 ARTICLE 18 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 ARTICLE 18, it shall share the benefit received in accordance with ARTICLE 18 as if the benefit had been received by the Lender of which it is an Affiliate.

 

18.2                        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, 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

 

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of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

 

18.2.1                                      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,

 

18.2.2                                      the provisions of this Section 18.2 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 18.2 shall apply); and

 

18.2.3                                      the provisions of this Section 18.2 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.

 

ARTICLE 19
 ADMINISTRATIVE AGENT’S CLAWBACK

 

19.1                        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 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

 

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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.

 

19.2                        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.

 

ARTICLE 20
 AGENCY

 

20.1                        Appointment and Authority.

 

Each of the Lenders and the Issuing Bank hereby irrevocably appoints BMO 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. Without limiting the generality of the foregoing, the Administrative Agent shall have the authority to enter into any joinder agreement on behalf of the Lenders and on its own behalf entered into pursuant to Section 13.1.9 by a Person who has become a Subsidiary of the Canadian Borrower for the purpose of becoming a Guarantor under this Agreement.  The provisions of this ARTICLE 20 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.

 

20.2                        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.

 

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20.3                        Exculpatory Provisions

 

 

20.3.1                                      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:

 

20.3.1.1                                         shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

 

20.3.1.2                                         shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), but the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and

 

20.3.1.3                                         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 Canadian 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.

 

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

 

20.3.3                                      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.

 

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20.4                        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.

 

20.5                        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 gross negligence or wilful misconduct.

 

20.6                        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.

 

20.7                        Replacement of Administrative Agent

 

20.7.1                                      The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Canadian Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor acceptable to the Borrowers acting reasonably, 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, Ontario or

 

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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 Required Lenders upon 30 days’ notice to the Administrative Agent and the Canadian Borrower as long as the Required Lenders, in consultation with the Canadian 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.

 

20.7.2                                      If no such successor shall have been so appointed by the Required 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 20.7.1, provided that if the Administrative Agent shall notify the Canadian Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraph.

 

20.7.3                                      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 Canadian Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Canadian Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this ARTICLE 20 and of ARTICLE 21 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.

 

20.8                        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

 

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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.

 

20.9                        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 Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents).  Accordingly, notwithstanding any of the provisions contained herein or in any collateral security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including, without limitation, any declaration of default hereunder or thereunder but that any such action shall be taken only by the Administrative Agent with the prior written agreement of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Loan Documents).  Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Administrative Agent to the extent requested by the Administrative Agent.  Notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders.

 

20.10                 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.

 

ARTICLE 21
 EXPENSES, INDEMNITY, DAMAGE WAIVER

 

21.1                        Costs and Expenses

 

The Canadian 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 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

 

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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 ARTICLE 21, 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.

 

21.2                        Indemnification by the Canadian Borrower

 

The Canadian 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 Claims or liability under Environmental Laws 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 gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Canadian 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 17.1, 17.2 and 21.1.

 

21.3                        Reimbursement by Lenders

 

To the extent that the Canadian Borrower for any reason fails to indefeasibly pay any amount required under Section 21.1 or 21.2 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 that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage,

 

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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 21.3 are subject to the other provisions of this Agreement concerning several liability of the Lenders.

 

21.4                        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.

 

21.5                        Payments

 

All amounts due under this ARTICLE 21 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 ARTICLE 21, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Canadian Borrower shall be conclusive absent manifest error.

 

ARTICLE 22
 SUCCESSORS AND ASSIGNS, RELATED PARTY LENDERS

 

22.1                        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 22.2, (ii) by way of participation in accordance with the provisions of Section 22.4, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 22.6 (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 22.4 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.

 

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22.2                        Assignments by Lenders

 

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

 

22.2.1                                      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 C$5,000,000, in the case of any assignment in respect of a revolving facility, or C$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 consent to a lower amount (each such consent not to be unreasonably withheld or delayed);

 

22.2.2                                      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 Section 22.2.2 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;

 

22.2.3                                      any assignment of a Commitment relating to a facility 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;

 

22.2.4                                      any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

 

22.2.4.1                                         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,

 

22.2.4.2                                         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

 

22.2.4.3                                         the proposed assignee is a bank or other financial institution 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

 

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Companies, Inc. and Dominion Bond Rating Service Limited, respectively;

 

22.2.5                                      any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless (i) the proposed assignee is itself already a Lender with the same type of Commitment or the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender or (ii) a Default has occurred and is continuing;

 

22.2.6                                      after giving effect to any assignment, the Commitment of and the aggregate principal amount of Loans held by Affiliated Lenders and Affiliated Debt Funds shall not exceed the Affiliated Lender Cap; provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this Section 22.2.6 or any purported assignment exceeding the Affiliated Lender Cap; and

 

22.2.7                                      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 equal to C$5,000 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and each Assignment and Assumption shall include a representation by the assignee that it is an Eligible Assignee.

 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 22.3, 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 ARTICLE 17 and ARTICLE 21, 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 22.4.  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.

 

22.3                        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

 

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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.

 

22.4                        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 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 22.5, the Borrower agrees that each Participant shall be entitled to the benefits of ARTICLE 17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 22.2. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 18.1 as though it were a Lender, provided such Participant agrees to be subject to Section 18.2 as though it were a Lender.

 

22.5                        Limitations upon Participant Rights

 

A Participant shall not be entitled to receive any greater payment under Sections 17.1 and 17.2 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 17.2 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 17.2.5 as though it were a Lender.

 

22.6                        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 including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank, 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.

 

22.7                        Related Party Lenders and Former Lenders

 

22.7.1                                      The Facility A Commitment, Facility B Commitment, Facility C Commitment and Facility D Commitment of the Affiliated Lenders and Affiliated Debt Funds in the aggregate at any time shall not be more than 25% of the Facility A Total Commitment, Facility B Total Commitment, Facility C Total

 

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Commitment and Facility D Total Commitment, respectively (the “Affiliated Lender Cap”).

 

22.7.2                                      Notwithstanding anything in the definition of “Required Lenders” or Section 20.9 or Section 23.3 to the contrary, for purposes of determining whether the Required Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Obligor therefrom, or any plan of arrangement or any reorganization pursuant to Debtor Relief Laws, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender, Affiliated Debt Fund or Former Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and all Loans held by such Affiliated Lenders, Affiliated Debt Funds or Former Lenders respectively shall be deemed to have been voted in the same proportion as the allocation of voting by Lenders that are not Affiliated Lenders, Affiliated Debt Funds or Former Lenders, respectively for all purposes of calculating whether the Required Lenders have taken any actions; each Affiliated Debt Fund hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to any Debtor Relief Laws is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the United States Bankruptcy Code (or similar provision in any other Debtor Relief Laws) such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the United States Bankruptcy Code (or any such similar provision).

 

22.7.3                                      Affiliated Lenders, Affiliated Debt Funds and any Person who is a direct or indirect holder of an Equity Interest in the Canadian Borrower shall not be entitled to attend any meeting of the Lenders which are called solely for the Administrative Agent and the Lenders or to receive any information provided soley to the Administrative Agent and the Lenders except with the consent of the Required Lenders given in accordance with Section 22.7.2.

 

22.7.4                                      Each Affiliated Lender and Affiliated Debt Fund which is a Lender hereunder agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against the Administrative Agent or any Lender with respect to (A) any consent (or failure to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Obligor therefrom, or (B) any plan of arrangement or any reorganization pursuant to

 

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Debtor Relief Laws, or (C) any other action on any matter related to any Loan Document or direction requiring the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document.

 

ARTICLE 23
 MISCELLANEOUS

 

23.1                        Deliveries, Etc.

 

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

 

23.1.1                                      all statements, certificates, consents and other documents which the Administrative 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 Administrative Agent in delivering such documents;

 

23.1.2                                      all certificates, statements, notices and other documents which are delivered by the Obligors or any of them to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders;

 

23.1.3                                      all payments which are delivered by the Obligors or any of them to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

 

23.2                        Amendments to Article 19

 

The Administrative Agent and the Lenders may amend any provision in ARTICLE 20 without prior notice to or the consent of any Obligor, and the Administrative Agent shall provide a copy of any such amendment to the Obligors reasonably promptly thereafter; provided however if any such amendment expressly requires the consent of an Obligor or 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.

 

23.3                        Decision-Making

 

23.3.1                                      Neither this Agreement nor any other Loan Documents, other than the Permitted Hedging Agreements, 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 Required Lenders or the Administrative Agent on their behalf; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender:

 

23.3.1.1                                         reduce any interest or other rate or of the amount of any fees;

 

23.3.1.2                                         modify the currency of any payment;

 

23.3.1.3                                         increase the amount of the Facility A Commitment, the Facility B Commitment, Facility C Commitment or the Facility D

 

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Commitment, other than in accordance with Section 3.10, or make any change to such Section 3.10;

 

23.3.1.4                                         modify the currency of the Facility A Commitment, the Facility B Commitment, the Facility C Commitment or the Facility D Commitment;

 

23.3.1.5                                         change the Maturity Date;

 

23.3.1.6                                         change any provision of this Agreement relating to the Security Documents or of any Security Document which would have the effect of reducing the scope of the charge of any Security Document, changing the priority of the security created thereby or the order of entitlement thereof or, subject to Section 23.3.2, release any property charged thereby or release or discharge any Guarantor from its obligations under its Guarantee unless, after giving effect to such release or discharge, the Minimum Guarantor Requirement would be satisfied;

 

23.3.1.7                                         change the definition of Required Lenders;

 

23.3.1.8                                         change Section 11.5;

 

23.3.1.9                                         change this Section 23.3.1; or

 

23.3.1.10                                  reduce or compromise the Obligations;

 

provided that any change contemplated by Section 23.3.1.1, 23.3.1.2, 23.3.1.3, 23.3.1.4 or 23.3.1.5 which affects (i) only the Facility A Credit shall require the approval only of those Lenders having a Facility A Commitment, (ii) only the Facility B Credit shall require the approval only of those Lenders having a Facility B Commitment, (iii) only the Facility C Credit shall require the approval only of those Lenders having a Facility C Commitment, and (iv) only the Facility D Credit shall require the approval only of those Lenders having a Facility D Commitment.

 

23.3.2                                      Non-Consenting Lenders: In the event that in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 23.3.1, the consent of Lenders having at least 90% of the Total Commitment, the Facility A Total Commitment, the Facility B Total Commitment, the Facility C Total Commitment or the Facility D Total Commitment, as applicable, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each Non-Consenting Lender (the “Terminated Lender”) the Canadian Borrower may, by giving written notice to the Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign and delegate, and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, ARTICLE 22), to all of its interests, rights and obligations under this Agreement and the

 

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related other Loan Documents in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of this Agreement; provided that:

 

23.3.2.1                                         the Canadian Borrower pays the Administrative Agent the assignment fee specified in Section 22.2.7;

 

23.3.2.2                                         on the date of such assignment, the Terminated Lender receives payment of an amount (the “Terminated Lender Payout 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 Replacement Lender (to the extent of such outstanding principal of its Loans and participations in disbursements under Letters of Credit, accrued interest and accrued fees) or the Canadian Borrower (in the case of all other amounts);

 

23.3.2.3                                         on the date of such assignment, the Canadian Borrower shall pay any amounts payable to such Terminated Lender in respect to any costs pursuant to Section 11.10.3 or otherwise owed as a consequence of such repayment or otherwise as if it were a prepayment;

 

23.3.2.4                                         each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and

 

23.3.2.5                                         such assignment does not conflict with Applicable Law;

 

provided further that the Canadian Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the effectiveness of such election, the Canadian Borrower shall cause each outstanding Letter of Credit issued by the Issuing Bank to be cancelled or cash collateralized or otherwise supported in a manner satisfactory to the Issuing Bank.  Upon the payment of the Terminated Lender Payment Amount owing to any Terminated Lender and the assignment or termination of such Terminated Lender’s Commitment under the relevant Credit or Credits, such Terminated Lender shall no longer constitute a “Lender” with respect to such Credit for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.  Should there not be Replacement Lenders available to take an assignment of the outstanding Advances and the Commitment of the Non-Consenting Lender, the Canadian Borrower shall be entitled to make payment of the Terminated Lender Payout Amount in full to the Non-Consenting Lender and terminate its Commitment under the relevant Credit or Credits from proceeds derived

 

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exclusively from the issuance of Equity Interests of the Canadian Borrower.

 

23.3.3                                      Partial Release: The Administrative Agent may from time to time without notice to or the consent of the Lenders execute and deliver partial releases of the Security Documents from time to time in respect of any item of Collateral to the extent its disposal is expressly permitted in this Agreement or in respect of Collateral having an aggregate value (as disclosed to the Administrative Agent in writing by the Obligor which is the owner thereof) of less than C$5,000,000 in any fiscal year of the Canadian Borrower.

 

23.3.4                                      Approval by Required Lenders: Except for the matters described in Sections 23.3.1 and 23.3.2 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 Required Lenders pursuant to ARTICLE 20; and any such decision or action shall be final and binding upon all the Lenders.

 

23.3.5                                      Matters Affecting only One Facility:  Notwithstanding the provisions of Section 23.3.4, matters which relate to or affect only the Facility A Credit, only the Facility B Credit, only the Facility C Credit or only the Facility D Credit shall be approved solely by the Lenders with Commitments under such credit.

 

23.4                        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.

 

23.5                        Direct Obligation

 

Notwithstanding any other provision hereof, the Borrower shall be obligated directly towards each of the Lenders in respect of its Facility A Participation, its Facility B Participation, its Facility C Participation and its Facility D 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 of the Lenders are independent from one another, are not joint and several, 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.

 

23.6                        Sharing of Information

 

Each Obligor agree that the Administrative Agent and the Lenders may share (i) amongst themselves and their respective Affiliates 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

 

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from any Obligor by any Lender and (ii) amongst themselves and any lenders under the Term Loan Agreement any information relating to the Loan Documents, the Term Loan Agreement and any “Loan Documents” as such term is defined therein and any amendments, waivers, consents, defaults or events of default thereunder.  Without limiting the generality of the foregoing, the Administrative 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. In addition, the Administrative Agent and the Lenders may disclose such information to any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Canadian Borrower or any other Obligor and the Obligations, or any insurance or reinsurance company that is providing or potentially providing a Lender with insurance in respect of such Lender’s interest in the Credit.

 

23.7                        Use of Credit

 

Each Borrower acknowledges that any loan and financial assistance hereby provided is for the exclusive use of the Borrowers and the other Obligors and can only be used for their legitimate business purposes.

 

23.8                        Term of Agreement

 

This Agreement shall continue in full force and effect until both the Total Commitment of the Lenders have terminated and all indebtedness and liability of the Obligors under or pursuant to this Agreement and the other Loan Documents have been indefeasibly paid and satisfied in full.

 

23.9                        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 Administrative 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.

 

23.10                 Notices Generally

 

23.10.1                               Except in the case of notices and other communications expressly permitted to be given by telephone (and except as-provided in Section 23.11 below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by 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 Canadian Borrower, in care of the Canadian Borrower.

 

23.10.2                               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

 

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electronic communications to the extent provided in Section 23.11 below, shall be effective as provided in said Section 23.11.

 

23.11                 Electronic Communications

 

23.11.1                               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 Canadian 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.

 

23.11.2                               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.

 

23.12                 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.

 

23.13                 Governing Law

 

This Agreement shall be governed by, and construed in accordance with, the laws of the Province Ontario and the laws of Canada applicable therein.

 

23.14                 Submission to Jurisdiction

 

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

 

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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.

 

23.15                 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 23.14. 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.

 

23.16                 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.

 

23.17                 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.

 

23.18                 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

 

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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 Applicable Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

 

23.19                 Confidentiality

 

23.19.1                               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 23.19, 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 23.19 or (y) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than an Obligor.

 

23.19.2                               For purposes of this Section 23.19, “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 23.19 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 (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

 

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normally makes available in the course of its business of assigning identification numbers.

 

23.19.3                               In addition, and notwithstanding anything herein to the contrary, the Administrative Agent may provide the information described on Schedule 23.19.3 concerning the Borrowers 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.

 

23.20                 Quebec English Language Clause

 

The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any Applicable Law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue anglaise seulement (sauf si une autre langue est requise en vertu d’une Applicable Law).

 

23.21                 Appointment of Hypothecary Representative for Quebec Security

 

For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Obligor, the Administrative Agent is hereby irrevocably authorized and appointed by each of the Lenders to act as hypothecary representative, “fondé de pouvoir” (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and Applicable Laws (with the power to delegate any such rights or duties). The execution prior to the Closing Date by the Administrative Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any Person who becomes a Lender or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as the Hypothecary Representative on behalf of all Lenders, including such Person and any Affiliate of such Person designated above as a Lender. For greater certainty, the Administrative Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Administrative Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the Hypothecary Representative, as contemplated above.

 

23.22                 Confirmation of Security

 

Each of the Obligors hereby agrees to comply with all of its Obligations under the Original Credit Agreement as hereby amended and restated and, as applicable, confirms that the Guarantees given by it (and/or its predecessor corporations, as applicable) to the Administrative

 

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Agent and all Security Documents and other applicable Loan Documents given by it (and/or its predecessor corporations, as applicable) as security for its Obligations, remain in full force and effect in accordance with their respective terms and continue to support all of the Borrowers’ indebtedness and liabilities, present and future, to the Administrative Agent and the Lenders subject to the terms thereof.  For greater certainty, subject to the terms thereof, each Obligor that has previously executed and delivered a Security Document hereby acknowledges and confirms that each such Security Document secures the Obligations of such Obligor under and in connection with this Agreement and all other relevant Loan Documents.

 

23.23                 Whole Agreement and Paramountcy

 

This Agreement, the other Loan Documents (including the Fee Letter) and any amendment or supplement thereto entered into in writing between the parties hereto constitute the whole agreement between such parties in respect of the Credit and, unless otherwise agreed in writing, as and from the date of this Agreement, cancels, supersedes and replaces any other prior agreements, undertakings, declarations and representations, written or oral, in respect thereto. Without limiting the generality of the foregoing, any obligation which a Lender had under any other term sheet or any credit offer to make its Facility A Commitment, its Facility B Commitment, its Facility C Commitment, its Facility D Commitment or any other financial assistance thereunder available is hereby cancelled and replaced as of the date of this Agreement by such Lender’s Commitment under this Agreement.

 

23.24                 No Advisory or Fiduciary Duty

 

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (B) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) each of the Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent is and has been, and each Lender is and has been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for either Borrower or any their its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender has any obligation to the Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administratvie Agent nor any Lender has any obligation to disclose any of such interests to the Borrowers or any of their respective Affiliates. To the fullest extent permitted by law, the Borrowers hereby waive and release any claims that it may have against the Administrative Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

 

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23.25                 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

 

23.25.1                               Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

23.25.1.1                                  the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

 

23.25.1.2                                  the effects of any Bail-In Action on any such liability, including, if applicable:

 

23.25.1.2.1               a reduction in full or in part or cancellation of any such liability;

 

23.25.1.2.2               a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

23.25.1.2.3               the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

 

The provisions of the other Loan Documents are subject to the terms of this Agreement. To the extent any provision of the other Loan Agreements is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

 

SIGNATURE PAGES AND SCHEDULES FOLLOW.]

 

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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.

 

	
Address:
    	
GFL ENVIRONMENTAL INC.
    
	
 
    	
as Canadian Borrower
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President and Chief   Executive Officer
    
	
 
    	
 
    
	
Address:
    	
1877984 ONTARIO INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
Address:
    	
GFL INFRASTRUCTURE GROUP INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
Address:
    	
2191660 ONTARIO INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
MID CANADA ENVIRONMENTAL   SERVICES LTD.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
GFL MARITIMES INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
TOTTENHAM AIRFIELD CORPORATION   INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ John Bailey
    
	
 
    	
 
    	
John Bailey
    
	
Telecopier: 416-673-9380
    	
 
    	
President and Secretary
    
	
 
    	
 
    
	
Address:
    	
MOUNT ALBERT PIT INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ John Bailey
    
	
 
    	
 
    	
John Bailey
    
	
Telecopier: 416-673-9380
    	
 
    	
President and Secretary
    
	
 
    	
 
    
	
Address:
    	
1248544 ONTARIO LTD.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
2481638 ONTARIO INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
GFL ENVIRONMENTAL HOLDINGS   (US), INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
GFL HOLDCO (US), LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
GFL ENVIRONMENTAL REAL   PROPERTY, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
GFL ENVIRONMENTAL RECYCLING   SERVICES LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
as US Borrower and   Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
BALDWIN PONTIAC LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
ACCUWORX INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
SMITHRITE EQUIPMENT   PAINTING & REPAIR LTD.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
Address:
    	
WATER X INDUSTRIAL SERVICES   LTD.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
GFL NORTH MICHIGAN LANDFILL,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
Address:
    	
GFL ENVIRONMENTAL SERVICES   USA, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
GFL EARTH SERVICES, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WRANGLER SUPER HOLDCO CORP.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
WRANGLER HOLDCO CORP.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WRANGLER INTERMEDIATE LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WRANGLER BUYER LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WRANGLER FINANCE CORP.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES USA, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 









 

	
Address:
    	
ALPINE HOLDINGS, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
ALPINE DISPOSAL, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
ALPINE EQUIPMENT HOLDING, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
ALPINE EQUIPMENT FINANCE, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
FIVE PART DEVELOPMENT, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
MOUNTAIN STATES PACKAGING, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
BLACK CREEK RENEWABLE ENERGY,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
DOUGLASVILLE TRANSFER, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
ETC OF GEORGIA, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
HAW RIVER LANDCO, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
L&L DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
LAKEWAY LANDCO, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
Address:
    	
LAKEWAY SANITATION & RECYCLING   C&D, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier:   416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
LAKEWAY SANITATION &   RECYCLING MSW, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
LAURENS COUNTY LANDFILL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
PONDEROSA LANDCO, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
Address:
    	
RED ROCK DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
SAFEGUARD LANDFILL MANAGEMENT,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
SAMPSON COUNTY DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
SOUTHEASTERN DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
TRANSWASTE SERVICES, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES RENEWABLE   ENERGY, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WAKE COUNTY DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
Address:
    	
WAKE RECLAMATION, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
WASTE INDUSTRIES ATLANTA, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES OF DELAWARE,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES OF MARYLAND,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES OF   MISSISSIPPI, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
WASTE INDUSTRIES OF   PENNSYLVANIA, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES OF TENNESSEE,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES SOUTH ATLANTA,   LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WASTE INDUSTRIES, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 









 

	
Address:
    	
WASTE SERVICES OF DECATUR, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WI BURNT POPLAR TRANSFER, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WI HIGH POINT LANDFILL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WI SHILOH LANDFILL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
WI TAYLOR COUNTY DISPOSAL, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Address:
    	
WILMINGTON LANDCO, LLC
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    
	
 
    	
 
    
	
Address:
    	
BESTWAY RECYCLING, INC.
    
	
 
    	
as Guarantor
    
	
c/o GFL Environmental   Inc.
    	
 
    
	
100 New Park Place   #500,
    	
 
    
	
Vaughan, ON, L4K 0H9
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Chief   Executive Officer
    	
By:
    	
/s/ Patrick Dovigi
    
	
 
    	
 
    	
Patrick Dovigi
    
	
Telecopier: 416-673-9380
    	
 
    	
President
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Bank of Montreal
    	
BANK OF MONTREAL
    
	
Administrative Agent   Bank Services
    	
as Administrative Agent
    
	
250 Yonge Street,   11th Floor
    	
 
    
	
Toronto, Ontario M5B   2L7
    	
 
    
	
 
    	
 
    
	
Attention:
    	
Manager
    	
By:
    	
/s/   Sean Gallaway
    
	
 
    	
Administrative Agent   Bank Services
    	
 
    	
Authorized   Signing Officer
    
	
 
    	
 
    	
 
    
	
Telecopier:
    	
416-598-6218
    	
 
    	
 
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
BMO Capital Markets
    	
BANK OF MONTREAL
    
	
First Canadian Place
    	
as a Lender, Swingline   Lender, and Issuing Bank
    
	
100 King Street W, 4th   Floor
    	
 
    
	
Toronto ON M5X 1A1
    	
 
    
	
 
    	
 
    
	
Attention: Sean   Gallaway, Corporate Banking
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sean Gallaway
    
	
Email:   sean.gallaway@bmo.com
    	
 
    	
Authorized   Signing Officer
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
 
    	
BANK OF MONTREAL, CHICAGO   BRANCH, as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian L.Banke
    
	
 
    	
 
    	
Name:
    	
Brian L.Banke
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
The Bank of Nova   Scotia
    	
THE BANK OF NOVA SCOTIA
    
	
Scotia Plaza
    	
as a Lender
    
	
40 King Street West,   62nd Floor
    	
 
    
	
Toronto, Ontario, M5W   2X6
    	
 
    
	
 
    	
 
    	
 
    
	
Attention: Vik Sidhu,   Director | 
    	
By:
    	
/s/ Vik Sidhu
    
	
Consumer, Industrial   and Retail, Canada |
    	
 
    	
Authorized Signing   Officer
    
	
Corporate Banking
    	
 
    	
Vik Sidhu
    
	
 
    	
 
    	
Director
    
	
Telecopier:   416-866-2010
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lihor Abraham
    
	
 
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
Lihor Abraham
    
	
 
    	
 
    	
Associate Director
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
National Bank of Canada
    	
NATIONAL BANK OF CANADA
    
	
The Exchange Tower
    	
as a Lender
    
	
130 King Street West
    	
 
    
	
Suite 3200
    	
 
    
	
Toronto, ON M5X 1J9
    	
 
    
	
 
    	
By:
    	
/s/ Gil Herritt
    
	
Attention:
    	
Corporate Banking (Gil   Herritt)
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
Gil Herritt, Director
    
	
Telecopier:
    	
416-869-6545 with a copy   to
    	
 
    	
 
    
	
 
    	
416-864-7878
    	
By:
    	
/s/ David Torrey
    
	
 
    	
 
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
David Torrey, Managing   Director
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Canadian Imperial Bank   of Commerce
    	
CANADIAN IMPERIAL BANK OF   COMMERCE
    
	
161 Bay Street, 8th Floor
    	
as a Lender
    
	
Toronto, Ontario
    	
 
    
	
M5J 2S8
    	
 
    
	
 
    	
 
    
	
Attention:
    	
Stephen Redding
    	
By:
    	
/s/ Stephen Redding
    
	
 
    	
 
    	
 
    	
Authorized Signing   Officer
    
	
Telecopier:
    	
416-956-3810
    	
 
    	
Stephen Redding
    
	
 
    	
 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sophia Soofi
    
	
 
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
Sophia Soofi
    
	
 
    	
 
    	
Executive Director
    


 

 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 









 

	
The Toronto-Dominion   Bank
    	
THE TORONTO-DOMINION BANK
    
	
66 Wellington Street
    	
as a Lender
    
	
Toronto, Ontario
    	
 
    
	
M5K 1A2
    	
 
    
	
 
    	
 
    	
 
    
	
Attention:
    	
Sanup Gupta
    	
By:
    	
/s/ Sanup Gupta
    
	
 
    	
 
    	
 
    	
Authorized Signing   Officer
    
	
Telecopier:
    	
416-308-4481
    	
 
    	
Sanup Gupta
    
	
 
    	
 
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew Hendel
    
	
 
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
Matthew Hendel
    
	
 
    	
 
    	
Managing Director
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Canadian Western Bank
    	
CANADIAN WESTERN BANK
    
	
Suite 100, 12230   Jasper Avenue
    	
as a Lender
    
	
Edmonton, Alberta
    	
 
    
	
T5J 3X6
    	
 
    
	
 
    	
 
    
	
Attention:
    	
John Cherian,
    	
By:
    	
/s/ John Cherian
    
	
 
    	
AVP-Corporate Lending
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
 
    	
John Cherian
    
	
Telecopier:
    	
780-441-2246
    	
 
    	
AVP, Corporate Lending
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mykhaylo Hotsaliuk
    
	
 
    	
 
    	
Authorized Signing   Officer
    
	
 
    	
 
    	
Mykhaylo Hotsaliuk
    
	
 
    	
 
    	
AVP, Corporate Lending
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
JPMorgan Chase Bank,   N.A., Toronto Branch
    	
JPMORGAN CHASE BANK, N.A.,   TORONTO BRANCH
    
	
66 Wellington Street   West, Suite 4500
    	
as a Lender
    
	
Toronto, ON
    	
 
    
	
M5K 1E7
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey Coleman
    
	
Attention:
    	
Jeffrey S. Coleman
    	
 
    	
Name:
    	
Jeffrey Coleman
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Director
    
	
Telecopier:
    	
416-981-9278
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
HSBC Bank Canada
    	
HSBC BANK CANADA
    
	
70 York Street, 4th   Floor
    	
as a Lender
    
	
Toronto, ON
    	
 
    
	
M5J 1S9
    	
 
    
	
 
    	
By:
    	
/s/ Scott Morrison
    
	
Attention:
    	
Scott Morrison
    	
 
    	
Name:
    	
Scott Morrison
    
	
 
    	
 
    	
 
    	
Title:
    	
Director
    
	
Telecopier:
    	
905-752-0235
    	
 
    	
 
    	
Corporate Banking
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Paul Leva
    
	
 
    	
 
    	
Name:
    	
Paul Leva
    
	
 
    	
 
    	
Title:
    	
Senior Director
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Barclays Bank PLC
    	
BARCLAYS BANK PLC
    
	
745 Seventh Avenue, 8th   Floor
    	
as a Lender
    
	
New York, NY
    	
 
    
	
10019
    	
 
    
	
 
    	
By:
    	
/s/ Philip Naber
    
	
Attention:
    	
Philip Naber
    	
 
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
Telecopier:
    	
212-526-7375
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Authorized Signatory
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Macquarie Capital   Funding LLC
    	
MACQUARIE CAPITAL FUNDING LLC
    
	
125 West 55th Street
    	
as a Lender
    
	
New York, NY 10019
    	
 
    
	
 
    	
 
    
	
Attention: 
    	
By:
    	
/s/ Michael Barrish
    
	
Macquarie Capital Debt Capital Market
    	
 
    	
Michael Barrish
    
	
Middle Office
    	
 
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Telecopier:
    	
212-231-6518
    	
By:
    	
/s/ Mimi Shih
    
	
 
    	
 
    	
 
    	
Mimi Shih
    
	
 
    	
 
    	
Authorized Signatory
    
					


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
RBC Capital Markets
    	
ROYAL BANK OF CANADA
    
	
200 Bay Street, 4th Floor, South Tower
    	
as a Lender
    
	
Toronto, ON M5J 2W7
    	
 
    
	
 
    	
 
    
	
Attention:
    	
Chris Cowan
    	
By:
    	
/s/ Chris Cowan
    
	
 
    	
 
    	
 
    	
Name:
    	
Chris Cowan
    
	
Telecopier:
    	
416-842-5320
    	
 
    	
Title:
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 











 

	
Goldman Sachs Lending   Partners LLC
    	
GOLDMAN SACHS LENDING PARTNERS   LLC
    
	
200 West St, 7th Floor
    	
as a Lender
    
	
New York, NY 10282
    	
 
    
	
 
    	
 
    
	
Attention:
    	
Ryan Durkin
    	
By:
    	
/s/ Ryan Durkin
    
	
 
    	
 
    	
 
    	
Name:
    	
Ryan Durkin
    
	
Telecopier:
    	
1-917-977-4075
    	
 
    	
Title:
    	
Authorized Signatory
    
	
Email:
    	
ryan.durkin@gs.com
    	
 
    	
 
    	
 
    


 

Signature Page to GFL Fifth Amended and Restated Credit Agreement

 









 

SCHEDULE 1.1.62 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 1.1.62
 COMMITMENTS AND ADDRESSES OF LENDERS

 

	
NAME AND ADDRESS
    	
 
    	
Facility A Commitment and
   Facility A Participation (C$)
    	
 
    	
Facility B
   Commitment and
   Facility B
   Participation (C$)
    	
 
    	
Facility C
   Commitment and
   Facility C
   Participation (US$)
    	
 
    	
Facility D
   Commitment and
   Facility D
   Participation (US$)
    	
 
    	
Total
    	
 
    
	
 
    	
 
    	
Facility A Loans
    	
 
    	
Swingline1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BANK OF MONTREAL
    	
 
    	
$
    	
39,580,000
    	
 
    	
$
    	
25,000,000
    	
 
    	
$
    	
8,200,000
    	
 
    	
$
    	
20,000,000
    	
 
    	
$
    	
2,050,000
    	
 
    	
C$
    	
72,780,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(100
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
22,050,000
    	
 
    
	
BMO Capital Markets
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
First Canadian Place
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
100 King Street W, 4th   Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5X 1A1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Corporate   Banking
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   sean.gallaway@bmo.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
																				


 




1    As Swingline Lender, the total Facility A Commitment of Bank of Montreal is C$64,580,000.

 

S1











 

	
NAME AND ADDRESS
    	
 
    	
Facility A Commitment and
   Facility A Participation (C$)
    	
 
    	
Facility B
   Commitment and
   Facility B
   Participation (C$)
    	
 
    	
Facility C
   Commitment and
   Facility C
   Participation (US$)
    	
 
    	
Facility D
   Commitment and
   Facility D
   Participation (US$)
    	
 
    	
Total
    	
 
    
	
 
    	
 
    	
Facility A Loans
    	
 
    	
Swingline1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
THE BANK OF NOVA SCOTIA
    	
 
    	
$
    	
75,000,000
    	
 
    	
NIL
    	
 
    	
$
    	
9,250,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,275,000
    	
 
    	
C$
    	
84,250,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,275,000
    	
 
    
	
Scotia Plaza
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
40 King Street West, 62nd   Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5W 2X6
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Vik Sidhu,   Director | Consumer, Industrial and Retail, Canada | Corporate Banking
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 416-866-2010
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   vik.sidhu@scotiabank.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
with a copy to   anuj.dhawan@scotiabank.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ROYAL BANK OF CANADA
    	
 
    	
$
    	
75,000,000
    	
 
    	
NIL
    	
 
    	
$
    	
9,250,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,275,000
    	
 
    	
C$
    	
84,250,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,275,000
    	
 
    
	
200 Bay Street, 4th Floor,
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
South Tower
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5J 2W7
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Chris Cowan
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 416-842-5320
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   chris.cowan@rbccm.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BARCLAYS BANK PLC
    	
 
    	
$
    	
63,250,000
    	
 
    	
NIL
    	
 
    	
$
    	
8,200,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,050,000
    	
 
    	
C$
    	
71,450,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,050,000
    	
 
    
	
745 Seventh Avenue,
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
8th Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
New York, NY 10019
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Philip Naber
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 212-526-7375
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   philip.naber@barclays.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
																			


 

S2











 

	
NAME AND ADDRESS
    	
 
    	
Facility A Commitment and
   Facility A Participation (C$)
    	
 
    	
Facility B
   Commitment and
   Facility B
   Participation (C$)
    	
 
    	
Facility C
   Commitment and
   Facility C
   Participation (US$)
    	
 
    	
Facility D
   Commitment and
   Facility D
   Participation (US$)
    	
 
    	
Total
    	
 
    
	
 
    	
 
    	
Facility A Loans
    	
 
    	
Swingline1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GOLDMAN SACHS LENDING PARTNERS   LLC
    	
 
    	
$
    	
63,250,000
    	
 
    	
Nil
    	
 
    	
$
    	
8,200,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,050,000
    	
 
    	
C$
    	
71,450,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,050,000
    	
 
    
	
200 West St, 7th Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
New York, NY 10282
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Ryan Durkin
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 1-917-977-4075
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email: ryan.durkin@gs.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NATIONAL BANK OF CANADA
    	
 
    	
$
    	
63,250,000
    	
 
    	
NIL
    	
 
    	
$
    	
8,200,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,050,000
    	
 
    	
C$
    	
71,450,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,050,000
    	
 
    
	
The Exchange Tower
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
130 King Street West
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Suite 3200
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5X 1J9
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Corporate   Banking (Gil Herritt)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 416-869-6545
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
with a copy to 416-86407878
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email: Gil.Herritt@nbc.ca
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
THE TORONTO-DOMINION BANK
    	
 
    	
$
    	
63,250,000
    	
 
    	
NIL
    	
 
    	
$
    	
8,200,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,050,000
    	
 
    	
C$
    	
71,450,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
2,050,000
    	
 
    
	
66 Wellington Street
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5K1A2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Sanup Gupta
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier:  416-308-4481
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   Sanup.Gupta@tdsecurities.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
																			


 

S3











 

	
NAME AND ADDRESS
    	
 
    	
Facility A Commitment and
   Facility A Participation (C$)
    	
 
    	
Facility B
   Commitment and
   Facility B
   Participation (C$)
    	
 
    	
Facility C
   Commitment and
   Facility C
   Participation (US$)
    	
 
    	
Facility D
   Commitment and
   Facility D
   Participation (US$)
    	
 
    	
Total
    	
 
    
	
 
    	
 
    	
Facility A Loans
    	
 
    	
Swingline1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
CANADIAN IMPERIAL BANK OF   COMMERCE
    	
 
    	
$
    	
42,300,000
    	
 
    	
NIL
    	
 
    	
$
    	
5,450,000
    	
 
    	
NIL
    	
 
    	
$
    	
1,350,000
    	
 
    	
C$
    	
47,750,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
1,350,000
    	
 
    
	
161 Bay Street, 8th Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, Ontario M5J   2S8
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Stephen Redding
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 416-956-3810
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   stephen.redding@cibc.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JPMORGAN CHASE BANK, N.A.,   TORONTO BRANCH
    	
 
    	
$
    	
33,800,000
    	
 
    	
NIL
    	
 
    	
$
    	
4,350,000
    	
 
    	
NIL
    	
 
    	
$
    	
1,100,000
    	
 
    	
C$
    	
38,150,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
1,100,000
    	
 
    
	
66 Wellington Street West
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Suite 4500
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5K 1E7
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Jeffrey S.   Coleman
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier:  416-981-9278
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   jeffrey.s.coleman@jpmorgan.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
CANADIAN WESTERN BANK
    	
 
    	
$
    	
33,600,000
    	
 
    	
NIL
    	
 
    	
$
    	
4,300,000
    	
 
    	
NIL
    	
 
    	
$
    	
1,100,000
    	
 
    	
C$
    	
37,900,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
1,100,000
    	
 
    
	
10303 Jasper Avenue,   Suite 3000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Edmonton AB
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
T5J 3X6
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: John Cherian,   AVP-Corporate Lending
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier:  780-441-2246
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   John.Cherian@cwbank.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
																			


 

S4











 

	
NAME AND ADDRESS
    	
 
    	
Facility A Commitment and
   Facility A Participation (C$)
    	
 
    	
Facility B
   Commitment and
   Facility B
   Participation (C$)
    	
 
    	
Facility C
   Commitment and
   Facility C
   Participation (US$)
    	
 
    	
Facility D
   Commitment and
   Facility D
   Participation (US$)
    	
 
    	
Total
    	
 
    
	
 
    	
 
    	
Facility A Loans
    	
 
    	
Swingline1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
HSBC BANK CANADA
    	
 
    	
$
    	
29,600,000
    	
 
    	
NIL
    	
 
    	
$
    	
3,800,000
    	
 
    	
NIL
    	
 
    	
$
    	
950,000
    	
 
    	
C$
    	
33,400,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
950,000
    	
 
    
	
70 York Street, 4th Floor
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toronto, ON M5J 1S9
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Scott Morrison
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier:  905-752-0235
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   scott.a.morrison@hsbc.ca
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MACQUARIE CAPITAL FUNDING LLC
    	
 
    	
$
    	
21,120,000
    	
 
    	
NIL
    	
 
    	
$
    	
2,600,000
    	
 
    	
NIL
    	
 
    	
$
    	
700,000
    	
 
    	
C$
    	
23,720,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(0
    	
)%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
700,000
    	
 
    
	
125 West 55th Street
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
New York, NY 10019
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attention: Macquarie   Capital Debt Capital Market Middle Office
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Telecopier: 212-231-6518
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Email:   maccap.dcmadmin@macquarie.com
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TOTAL
    	
 
    	
$
    	
603,000,000
    	
 
    	
$
    	
25,000,000
    	
 
    	
$
    	
80,000,000
    	
 
    	
$
    	
20,000,000
    	
 
    	
$
    	
20,000,000
    	
 
    	
C$
    	
708,000,000   
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
US$
    	
40,000,000
    	
 
    
																					


 

S5











 

SCHEDULE 1.1.170 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 1.1.170
 LIST OF GUARANTORS

 

	
1877984 Ontario Inc.
    	
 
    	
GFL Environmental Recycling Services LLC
    
	
GFL Infrastructure Group Inc.
    	
 
    	
GFL Environmental Holdings (US), Inc.
    
	
2191660 Ontario Inc.
    	
 
    	
GFL Holdco (US), LLC
    
	
Mid Canada Environmental Services Ltd.
    	
 
    	
Baldwin Pontiac LLC
    
	
GFL Maritimes Inc.
    	
 
    	
GFL Environmental USA Inc.
    
	
Tottenham Airfield Corporation Inc.
    	
 
    	
GFL Environmental Services USA, Inc.
    
	
1248544 Ontario Ltd.
    	
 
    	
GFL Environmental Real Property, Inc.
    
	
Mount Albert Pit Inc.
    	
 
    	
Smithrite Equipment Painting & Repair Ltd.
    
	
2481638 Ontario Inc.
    	
 
    	
Water X Industrial Services Ltd.
    
	
Accuworx Inc.
    	
 
    	
GFL Earth Services, Inc.
    
	
Wrangler Super Holdco Corp.
    	
 
    	
Wrangler Holdco Corp.
    
	
Wrangler Buyer LLC
    	
 
    	
Wrangler Intermediate LLC
    
	
Waste Industries USA, LLC
    	
 
    	
Wrangler Finance Corp.
    
	
Alpine Disposal, Inc.
    	
 
    	
Alpine Holdings, Inc.
    
	
Alpine Equipment Finance, LLC
    	
 
    	
Alpine Equipment Holding, LLC
    
	
Mountain States Packaging, LLC
    	
 
    	
Five Part Development, LLC
    
	
Douglasville Transfer, LLC
    	
 
    	
Black Creek Renewable Energy, LLC
    
	
Haw River Landco, LLC
    	
 
    	
ETC of Georgia, LLC
    
	
L&L Disposal, LLC
    	
 
    	
Lakeway Sanitation & Recycling C&D, LLC
    
	
Lakeway LandCo, LLC
    	
 
    	
Lakeway Sanitation & Recycling MSW, LLC
    
	
Laurens County Landfill, LLC
    	
 
    	
Ponderosa Landco, LLC
    
	
Red Rock Disposal, LLC
    	
 
    	
Safeguard Landfill Management, LLC
    
	
Sampson County Disposal, LLC
    	
 
    	
Southeastern Disposal, LLC
    
	
TransWaste Services, LLC
    	
 
    	
Waste Industries Renewable Energy, LLC
    
	
Wake County Disposal, LLC
    	
 
    	
Wake Reclamation, LLC
    
	
Waste Industries Atlanta, LLC
    	
 
    	
Waste Industries of Maryland, LLC
    


 

S6











 

	
Waste Industries of Delaware, LLC
    	
 
    	
Waste Industries of Pennsylvania, LLC
    
	
Waste Industries of Mississippi, LLC
    	
 
    	
Waste Industries of South Atlanta, LLC
    
	
Waste Industries of Tennessee, LLC
    	
 
    	
Waste Services of Decatur, LLC
    
	
Waste Industries, LLC
    	
 
    	
WI High Point Landfill, LLC
    
	
WI Burnt Poplar Transfer, LLC
    	
 
    	
WI Taylor County Disposal, LLC
    
	
WI Shiloh Landfill, LLC
    	
 
    	
Bestway Recycling, Inc.
    
	
Wilmington LandCo, LLC
    	
 
    	
GFL North Michigan Landfill, LLC
    


 

S7











 

SCHEDULE 2.1.6 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.6
 LITIGATION

 

None

 

S8











 

SCHEDULE 2.1.9 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.9
 LIENS

 

1)             Those registered instruments appearing in Land Registry Office records for the Real and Immovable Property to which they relate, as at the date hereof.

 

2)             Collateral mortgage between GFL Maritimes Inc. and Municipality of the District of West Hants dated July 1, 2014 with respect to the real property municipally known as 1569 Walton Woods Road, West Hants, Nova Scotia (Approved by Consent dated as of July 30, 2014).

 

3)             Mortgage between Clarington Industrial Services Inc. and GFL Environmental Inc. with respect to the real property municipally known as 40 Britton Court, Clarington, Ontario (Approved by Consent dated April 28, 2016).

 

4)             Mortgage between Canadian Western Bank and GFL Environmental Inc. with respect to the real properties municipally known as 2 Industrial Drive, Rural Municipality of Emerald Park, Saskatchewan and 100 Cory Street, Saskatoon, Saskatchewan, Security Agreement covering fixtures, specific equipment and 3 vehicles located at the real properties and Assignment of Leases and Rents in respect of the real properties (Approved by consent dated June 27, 2016).

 

S9









 

SCHEDULE 2.1.10 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.10
 REAL AND IMMOVABLE PROPERTY

 

Owned Property

 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
Ontario
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1034 Toy Avenue Pickering, ON
    
	
2.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1048 Toy Avenue Pickering, ON
    
	
3.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1060 Toy Avenue Pickering, ON
    
	
4.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1070 Toy Avenue Pickering, ON
    
	
5.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Quartz Street Pickering, ON
    
	
6.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
106 Applewood Drive Brighton, ON
   K0K 1H0
    
	
7.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
118 County Road 64, Brighton, ON
    
	
8.
    	
 
    	
GFL Infrastructure Group Inc.
    	
 
    	
132 Corstate Avenue Vaughan, ON
    
	
9.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
145 -151 Ram Forest Road, Stouffville, ON
    
	
10.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
15 Bermondsey Road, Toronto, ON
   18 Dohme Avenue, Toronto, ON
    
	
11.
    	
 
    	
Mount Albert Pit Inc.
    	
 
    	
19199 McCowan Road, Mount Albert, ON
    
	
12.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
38 Fenmar Drive, Toronto, ON
    
	
13.
    	
 
    	
1248544 Ontario Ltd.
    	
 
    	
39-41 Fenmar Drive, Toronto, ON
    
	
14.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
71 Fenmar Drive Toronto, ON
    
	
15.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
5 Brydon Drive Toronto, ON
    
	
16.
    	
 
    	
2191660 Ontario Inc.
    	
 
    	
3525 Mavis Road, Mississauga, ON
    
	
17.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
560 Seaman Street Stoney Creek (Hamilton), ON
    
	
18.
    	
 
    	
Accuworx Inc.
    	
 
    	
36 Advance Blvd., Brampton ON
    
	
19.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
40 Advance Blvd., Brampton, ON
    




 

S10











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
20.
    	
 
    	
Tottenham Airfield Corporation Inc.
    	
 
    	
8128 Hwy 9, Tottenham, ON
    
	
21.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
96 Middleton Street Brantford, ON
    
	
22.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Adams Boulevard Brantford, ON
    
	
23.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
16 Centennial Road, Kitchener, ON
    
	
24.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
17269 Lafleche Road, Moose Creek, ON
    
	
25.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
17354 Allaire Road, Moose Creek, ON
    
	
26.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
South side Laflèche Road, Moose Creek, ON
    
	
27.
    	
 
    	
2481638 Ontario Inc.
    	
 
    	
North Stormont, ON
    
	
28.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
197 Putman Industrial Blvd., Belleville, ON
    
	
29.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
6 Lots, Belleville, ON
    
	
30.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
37 Route 700, Casselman, ON
    
	
31.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
5001 Herbert Drive, Navan, ON
    
	
32.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
211 Corduroy Road, Russel ( Vars ), ON
    
	
33.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
9271 Cavanagh Road, Carleton Place (Beckwith), ON
    
	
34.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
322 Bennett Road Bowmanville, ON
    
	
35.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
40 Britton Court Bowmanville, ON
    
	
36.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
750 Lake Road, Bowmanville, ON
    
	
37.
    	
 
    	
2191660 Ontario Inc.
    	
 
    	
26 Haniak Road, Thunder Bay, ON
    
	
38.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3489 Arthur Street West RR #5, Thunder Bay, ON
    
	
39.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
R.R. # 3 Highway 61, Thunder Bay, ON
    
	
40.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
112 Jones Road, Kenora, ON
    
	
41.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
86 Sackville Road Sault Ste. Marie, ON
    
	
42.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
473051 County Road 11, Orangeville, ON
    
	
43.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
15 & 19 Commerce Road, Orangeville, ON
    
	
44.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Hwy 138 (2 lots), Town of Stormont, ON
    
	
Québec
    	
 
    	
 
    	
 
    	
 
    
	
45.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1005 Rhea Street, Drummondville, QC
    
	
46.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1147 Chemin des Petites-Terres, City of Trois-Rivières,   QC
   1141 Chemin des Petites-Terres, City of Trois-Rivières, QC
    




 

S11











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
47.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1200 rang 10 Est, Granby, QC
    
	
48.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1281 rang 10 Est, Granby, QC
    
	
49.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1502 rang 10 Ouest, Granby, QC
    
	
50.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
12500, route Marie-Victorin, Sorel-Tracy, QC
    
	
51.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1257, Chemin des Pins, St-Louis de France, QC
   Civic address changed from 1301, Route des Pins for 1257, Chemin des Pins, QC
    
	
52.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
128 Place Marien, Montreal, QC
    
	
53.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
140 rue Martin, Granby, QC
    
	
54.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1512 Lac St-Charles, QC
    
	
55.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1575 Dorval -1555 Dorval, Larouche, QC
    
	
56.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
16795 rue Oakwood, Pierrefonds, QC
    
	
57.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1700, Jean Talon, QC
    
	
58.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1701 Route de l’Aéroport, Ancienne-Lorette, QC
    
	
59.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
181, 181e Rue, Beauceville, QC
   139, 181e Rue, Beauceville, QC
    
	
60.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
2222 Lavoisier, QC
   2244 Lavoisier, QC
    
	
61.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
2705 Jules Vachon, Trois Rivières, QC
    
	
62.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
286, chemin Côté, Stoke, QC J0B 3G0
    
	
63.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3199 Talbot, Chicoutimi (Saguenay), QC
    
	
64.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3333 Talbot, Chicoutimi (Saguenay), QC
    
	
65.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Blv Talbot ,Chicoutimi (Saguenay), QC
    
	
66.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3401 Chemin des Sables, Laterrière, QC
    
	
67.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3525 -3345 Boul. Laurier Est, St-Hyacinthe, QC
    
	
68.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3620 St Patrick, Montréal, QC
    
	
69.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
418 St-Louis, Gatineau, QC
    
	
70.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
500, de Vernon Street, Gatineau, QC
    
	
71.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
4363-4365 Boul. St. Élzear West, Laval, QC
    
	
72.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
481 chemin Milton, Granby, QC
    
	
73.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
5ième Rang, Bonsecours, QC
    




 

S12











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
74.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
6959 Talbot, QC
    
	
75.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
702 Route 137 South
   775 Route 137 South Lot on Route 137 South
   Ste-Cécile de Milton, QC
    
	
76.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
8005-8055 Grande Allée, Brossard, QC
    
	
77.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
8381 Place Marien, Montréal-Est, QC H1B 5W6
    
	
78.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Avenue des Sablonnières, QC
    
	
79.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Chemin Milton, Granby, QC
   (4 addresses)
   445 Chemin Milton
   449 chemin Milton
   469 Chemin Milton
   480 Chemin Milton
    
	
80.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Rang 11, Granby, QC
    
	
81.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Saint-Elzéar Blvd. West, Laval, QC
    
	
82.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Terrain - Rue Chemin de Fer, Bonsecours, QC
    
	
83.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Vacant Land - Place Marien - Mtl. East, QC
    
	
84.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
Vacant land fronting on Camille Fontaine Avenue, QC
    
	
85.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
286, chemin Côté, Stoke, QC
    
	
86.
    	
 
    	
9382-3177 Quebec Inc.
    	
 
    	
Vacant land fronting on Place Marien, Montreal, QC   and Legally described as: Lot number 2 975 320 of the Cadastre du Quebec   Registration Division of Montreal
    
	
87.
    	
 
    	
9382-3177 Quebec Inc.
    	
 
    	
8855-8857 Industriel Boulevard, in the City of   Chambly, QC
    
	
British Columbia
    	
 
    	
 
    
	
88.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
156 Tilley Road Kelowna, BC
    
	
89.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
9211 National Place 9288 Rock Island Road Prince   George, BC
    
	
90.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
38950 Queens Way, Squamish, BC
    
	
Saskatchewan
    	
 
    	
 
    
	
91.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
100 Cory Road, Saskatoon, SK
    
	
92.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3 Peters Avenue, Saskatoon, SK
    
	
93.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
2 Industrial Drive, Regina, SK
    




 

S13











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
94.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
400 Industrial Road, Town of Bienfait, SK
    
	
95.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
40-18th St. Weyburn, Town of Weyburn, SK
    
	
96.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
500 Bourquin Road, Town of Estevan, SK
    
	
97.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
900 and 902 Gonzcy Avenue, Esterhazy, SK
    
	
98.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
R.M. of Sherwood No. 159, SK
    
	
99.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
R.M. Bone Creek, Extension 30, 32 and 33, SK
    
	
Manitoba
    	
 
    	
 
    
	
100.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
1090 Kenaston Blvd. Winnipeg, MB
   R3P 0R7
    
	
101.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
RL 48-AN-3626, PR 207
   395 Traverse Road
   RM of St. Anne, Winnipeg, MB
    
	
102.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
195 Discovery Place, Winnipeg, MB
    
	
Alberta
    	
 
    	
 
    	
 
    	
 
    
	
103.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
11401-91 Avenue Richmond Industrial Park, Grande   Prairie AB
    
	
104.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
201 Royer Way, Fort McMurray, AB
    
	
105.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
20204-113 Avenue Edmonton, AB 20212-113 Avenue   Edmonton, AB
    
	
106.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
3613-45th Street ,Valleyview, AB
    
	
107.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
4138 – 42nd Street, Whitecourt, AB
   4206 – 42nd Street, Whitecourt, AB
   4210 – 42nd Street, Whitecourt, AB
    
	
108.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
6615 – 4th Avenue, Edson, AB
    
	
109.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
4208-84 Avenue, Edmonton, AB
    
	
110.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
4310-84 Avenue, Edmonton, AB
    
	
111.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
5004-41 Street, Onoway, AB
    
	
112.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
6105 – 76 Avenue, Edmonton, AB
    
	
113.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
8409 – 15 St. NW, Edmonton, AB
    
	
114.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
8815 – 13 Street NW, Edmonton, AB
    
	
115.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
50 Avenue SE, Rockyview County, AB
    
	
Nova   Scotia
    	
 
    	
 
    
	
116.
    	
 
    	
GFL Maritimes Inc.
    	
 
    	
1569 Walton Woods Road, Cogmagun, NS
    
	
117.
    	
 
    	
GFL Maritimes Inc.
    	
 
    	
1028 Walton Woods Rd., Cogmagun, NS
    




 

S14











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
118.
    	
 
    	
GFL Environmental Inc.
    	
 
    	
20 and 21 Simmonds Drive, Dartmouth, NS
    
	
New   Brunswick
    	
 
    	
 
    
	
119.
    	
 
    	
GFL Maritimes Inc.
    	
 
    	
Beaver Brook Road Patterson Siding, NB
   Miramichi Landfill
    
	
120.
    	
 
    	
GFL Maritimes Inc.
    	
 
    	
Melville Road Gallagher Ridge, NB
    
	
Colorado
    	
 
    	
 
    
	
121.
    	
 
    	
Alpine Disposal Inc.
    	
 
    	
545 & 535 Air Lane, Co
    
	
122.
    	
 
    	
Alpine Disposal Inc.
    	
 
    	
1017 & 1025 S. El Paso Street, CO
    
	
123.
    	
 
    	
Alpine Disposal Inc.
    	
 
    	
4005 Interpark Drive, CO
    
	
124.
    	
 
    	
Five Part Development, LLC
    	
 
    	
8201 Schumaker Road, Bennett, CO
    
	
125.
    	
 
    	
Mountain States Packaging, LLC
    	
 
    	
645 W. 53rd Street, Denver, CO
    
	
Georgia
    	
 
    	
 
    
	
126.
    	
 
    	
Safeguard Landfill Management, LLC
    	
 
    	
6895 Roosevelt Hwy., Fairburn GA
    
	
127.
    	
 
    	
Haw River Landco, LLC
    	
 
    	
6955 Roosevelt Hwy., Fairburn GA
    
	
128.
    	
 
    	
Haw River Landco, LLC
    	
 
    	
6905 Roosevelt Highway, Fairburn GA
    
	
129.
    	
 
    	
Waste Industries South Atlanta, LLC
    	
 
    	
609 Bohannon Rd, Fairburn GA
    
	
130.
    	
 
    	
Waste Industries South Atlanta, LLC
    	
 
    	
3351 Highway 42 North, Stockbridge GA
    
	
131.
    	
 
    	
Transwaste Services, LLC
    	
 
    	
1219 Landfill Rd., Douglas, GA
    
	
132.
    	
 
    	
Waste Industries South Atlanta, LLC
    	
 
    	
252 First Manassas Mile, Fayetteville, GA
    
	
133.
    	
 
    	
Waste Industries Atlanta, LLC
    	
 
    	
2097, 2139 & 2149 Buchanan Hwy, Cedartown GA
    
	
134.
    	
 
    	
Waste Industries Atlanta, LLC
    	
 
    	
2699 Cochran Industrial Blvd., Douglasville GA
    
	
135.
    	
 
    	
Waste Industries Atlanta, LLC
    	
 
    	
6004 Locklear Way, Douglasville GA
    
	
136.
    	
 
    	
Douglasville Transfer, LLC
    	
 
    	
7930 Bankhead Hwy, Douglasville GA
    
	
137.
    	
 
    	
Waste Industries Atlanta, LLC
    	
 
    	
1120 Old Harris Rd., Dallas GA
    
	
Maryland
    	
 
    	
 
    
	
138.
    	
 
    	
Waste Industries of Maryland, LLC
    	
 
    	
3634 Conowingo Rd., Street MD
    
	
Michigan
    	
 
    	
 
    
	
139.
    	
 
    	
GFL Environmental Real Property, Inc.
    	
 
    	
10320 Highland Rd., White Lake, MI
    
	
140.
    	
 
    	
GFL Environmental Recycling Services, LLC
    	
 
    	
15160 6 1/2 Mile Road, Battle Creek, Ml 49014
    




 

S15











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
141.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
190 West Newark, Lapeer, MI
    
	
142.
    	
 
    	
GFL Environmental Recycling Services LLC
    	
 
    	
2051 W Bristol Road, Vacant Slyke Road, Vacant   Holiday Drive, Flint, MI
    
	
143.
    	
 
    	
GFL Environmental USA Roll-Off Inc.
    	
 
    	
22001 Hoover Road, City of Warren, Macomb County, MI
    
	
144.
    	
 
    	
GFL Environmental Recycling Services, LLC
    	
 
    	
30880 Smith Rd., Romulus, MI
    
	
145.
    	
 
    	
GFL Environmental Recycling Services, LLC
    	
 
    	
39000 Van Born, Wayne, MI
    
	
146.
    	
 
    	
GFL Environmental Real Property, Inc.
    	
 
    	
414 East Hudson, Royal Oak, MI
    
	
147.
    	
 
    	
GFL Environmental Real Property, Inc.
    	
 
    	
6200 Elmridge includes 6237, 6301, 6329 and 6363   Sims Drive, Sterling Heights, MI
    
	
148.
    	
 
    	
Baldwin Pontiac LLC
    	
 
    	
900 (888) Baldwin Ave, Pontiac, MI
    
	
149.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
3239 W. M28, Brimley, MI
    
	
150.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
1307 Higgins Drive, Cheboygan, MI
    
	
151.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
20990 Five Mile Highway, Onoway,Presque Isle, MI
    
	
152.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
20667 Five Mile Highway, Onaway, Presque Isle, MI
    
	
153.
    	
 
    	
GFL Environmental USA Inc.
    	
 
    	
501 North Western Avenue, Cheboygan, MI
    
	
Mississippi
    	
 
    
	
154.
    	
 
    	
S&S Enterprises of Mississippi, LLC
    	
 
    	
14160 Crown Point Rd., Gulfport MS
    
	
North   Carolina
    	
 
    	
 
    
	
155.
    	
 
    	
Red Rock Disposal, LLC
    	
 
    	
Multiple tracts, Holly Springs, NC
    
	
156.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3741 Conquest Drive, Garner NC
    
	
157.
    	
 
    	
Waste Industries, LLC
    	
 
    	
9220 Durant Rd, Raleigh NC
    
	
158.
    	
 
    	
Wake Reclamation, LLC
    	
 
    	
2600 Brownfield Road, Raleigh NC
    
	
159.
    	
 
    	
Waste Industries, LLC
    	
 
    	
241 Vanco Mill Road, Henderson NC
    
	
160.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1111 Linden Avenue, Oxford NC
    
	
161.
    	
 
    	
Waste Industries, LLC
    	
 
    	
427 Roberts Rd, Newport NC
    
	
162.
    	
 
    	
Waste Industries, LLC
    	
 
    	
2810 Contentnea Dr, Wilson NC
    
	
163.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3031 Black Creek Rd SE, Wilson NC
    
	
164.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1805 West Main St, Williamston NC
    




 

S16











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
165.
    	
 
    	
Waste Industries, LLC
    	
 
    	
415 Staton Road, Greenville NC
    
	
166.
    	
 
    	
Waste Industries, LLC
    	
 
    	
0 Parcel St, Greenville NC
    
	
167.
    	
 
    	
Waste Industries, LLC/Waste Industries LandCo, LLC
    	
 
    	
3626 and 3618 Hwy 421 N, Wilmington NC
    
	
168.
    	
 
    	
Waste Industries, LLC
    	
 
    	
2805 and 2809 Galloway Road, Bolivia NC
    
	
169.
    	
 
    	
Waste Industries, LLC
    	
 
    	
148 Stone Park Ct, Durham NC and adj tracts
    
	
170.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1218 Stone Road, Durham NC
    
	
171.
    	
 
    	
Waste Industries, LLC
    	
 
    	
4621 Marracco Dr., Hope Mills, NC
    
	
172.
    	
 
    	
Waste Industries, LLC
    	
 
    	
5318 Front St., Stedman NC
    
	
173.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3290 McDonald Dr., Sanford NC
    
	
174.
    	
 
    	
Waste Industries, LLC
    	
 
    	
703 E. Gilbreath St, Graham NC
    
	
175.
    	
 
    	
Sampson County Disposal, LLC
    	
 
    	
7434 Roseboro Hwy, Roseboro NC
    
	
176.
    	
 
    	
Waste Industries, LLC
    	
 
    	
7509 Roseboro Highway, Roseboro NC
    
	
177.
    	
 
    	
Waste Industries, LLC
    	
 
    	
2211 Hwy 301 N, Halifax NC
    
	
178.
    	
 
    	
WI High Point Landfill, LLC
    	
 
    	
5822 Riverdale Drive, Jamestown NC
    
	
179.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3909 Riverdale Rd., Greensboro NC
    
	
180.
    	
 
    	
WI Burnt Poplar Transfer, LLC
    	
 
    	
6313 Burnt Poplar Rd, Greensboro NC
    
	
181.
    	
 
    	
Waste Industries, LLC
    	
 
    	
2817 S Wesleyan Blvd, Rocky Mount NC
    
	
182.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1119 Instrument Drive, Rocky Mount NC
    
	
183.
    	
 
    	
Ponderosa LandCo, LLC
    	
 
    	
0 Halstead Blvd., Elizabeth City, NC
    
	
184.
    	
 
    	
Waste Industries, LLC
    	
 
    	
705 Airport Road, New Bern NC
    
	
185.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1220-1236 Elon Place, High Point NC
    
	
South   Carolina
    	
 
    	
 
    
	
186.
    	
 
    	
Laurens County Landfill, LLC
    	
 
    	
1408 Curry Lake Rd, Gray Court SC
    
	
187.
    	
 
    	
L&L Disposal, LLC
    	
 
    	
1703 Screaming Eagle Rd., Columbia SC
    
	
188.
    	
 
    	
Southeastern Disposal, LLC
    	
 
    	
438 Golden Jubilee Rd., Gilbert SC
    
	
189.
    	
 
    	
WI Shiloh Landfill, LLC
    	
 
    	
223 Rock Quarry Road, Travelers Rest SC
    
	
190.
    	
 
    	
WI Shiloh Landfill, LLC
    	
 
    	
0 Rock Quarry Road, Travelers Rest SC
    
	
191.
    	
 
    	
Laurens County Landfill, LLC
    	
 
    	
245/255 Broadcast Dr., Spartanburg SC
    
	
192.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3010 Hwy 378, Conway SC
    
	
193.
    	
 
    	
Waste Industries, LLC
    	
 
    	
0 Hwy 378, Conway SC
    
	
194.
    	
 
    	
Waste Industries, LLC
    	
 
    	
0 Hwy 378, Conway SC
    
	
195.
    	
 
    	
Waste Industries, LLC
    	
 
    	
1635 Antioch Church Road, Greenville SC
    




 

S17











 


	
Item No.
    	
 
    	
GFL Owner
    	
 
    	
Municipal Address
    
	
196.
    	
 
    	
Waste Industries, LLC
    	
 
    	
40 Estes Plant Rd, Piedmont SC
    
	
Oklahoma
    	
 
    	
 
    
	
197.
    	
 
    	
GFL Environmental Services USA, Inc.
    	
 
    	
701 East Grandstaff Road, Cushing, OK
    
	
Tennessee
    	
 
    	
 
    
	
198.
    	
 
    	
Waste Industries of Tennessee, LLC
    	
 
    	
699 Jack Miller Blvd., Clarksville TN
    
	
199.
    	
 
    	
Waste Industries of Tennessee, LLC
    	
 
    	
7320 Centennial Blvd., Nashville TN
    
	
200.
    	
 
    	
Lakeway LandCo, LLC
    	
 
    	
5155 Enka Highway, Morristown TN
    
	
201.
    	
 
    	
Lakeway LandCo, LLC
    	
 
    	
2641 Grigsby Rd., Morristown TN
    
	
202.
    	
 
    	
Lakeway LandCo, LLC
    	
 
    	
4601 Sublett Road, Morristown TN
    
	
203.
    	
 
    	
Lakeway LandCo, LLC
    	
 
    	
1005 Guy Collins Rd., Morristown TN
    
	
Virginia
    	
 
    	
 
    
	
204.
    	
 
    	
Waste Industries, LLC
    	
 
    	
3821 Cook Blvd., Chesapeake VA
    




 

Leased Real Properties

 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
Ontario
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
Arlyn Enterprises Ltd.
    	
 
    	
1246 Sedore Road, Gravenhurst, ON
    
	
2.
    	
 
    	
2144821 Ontario Limited
    	
 
    	
0 Redlea Avenue E/S (formerly known as 3429 Kennedy   Road), Toronto, ON
    
	
3.
    	
 
    	
Anchor Real Estate Holdings Ltd.
    	
 
    	
3445 Kennedy Road, Toronto, ON
    
	
4.
    	
 
    	
City of Toronto Economic Development Corporation cob   as Toronto Port Lands Company
    	
 
    	
100 and 200 Unwin Avenue, Toronto, ON
    
	
5.
    	
 
    	
City of Toronto Economic Development Corporation cob   as Toronto Port Lands Company
    	
 
    	
348 Unwin Avenue, Toronto, ON
    
	
6.
    	
 
    	
City of Toronto Economic Development Corporation cob   as Toronto Port Lands Company
    	
 
    	
400 and 402 Unwin Avenue, Toronto, ON
    
	
7.
    	
 
    	
Rossi Property Services Ltd.
    	
 
    	
138 Toryork Drive, Toronto, ON
    
	
8.
    	
 
    	
85 Vickers Road Holding Corp.
    	
 
    	
85 Vickers Rd, Etobicoke, ON M9B 1C1
    
	
9.
    	
 
    	
Penton Hills Capital Management Corp.
    	
 
    	
20 Brydon Drive, Etobicoke, ON
    




 

S18











 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
10.
    	
 
    	
Penguin-Calloway (Vaughan) Inc.
    	
 
    	
100 New Park Place, Suite 500, Metropolitan Center,   Vaughan, ON
    
	
11.
    	
 
    	
PJD Properties Inc.
    	
 
    	
135 Yorkville, Level 8, Toronto, ON
    
	
12.
    	
 
    	
Alliance Transfer Station Corp.
    	
 
    	
281 Alliance Road, Milton, ON
    
	
13.
    	
 
    	
Waste Management of Canada Corporation
    	
 
    	
14131 Bayview Avenue, Aurora, ON
    
	
14.
    	
 
    	
Recara Inc.
    	
 
    	
220 Superior Blvd, Mississauga, ON
    
	
15.
    	
 
    	
Benson Tire
    	
 
    	
1000 Oxford Avenue, Brockville, ON
   K6V 5T7
    
	
16.
    	
 
    	
ECL Carriers LP
    	
 
    	
7236 Colonel Talbot Road London, ON
   N6L 1H8
    
	
17.
    	
 
    	
Bogar Truck Parts and Service Inc.
    	
 
    	
2700 Central Avenue, Windsor, ON
    
	
18.
    	
 
    	
1601 Crawford Street Limited
    	
 
    	
905 Tecumseth Road West, Windsor, ON
    
	
19.
    	
 
    	
B.W. Strassburger Limited
    	
 
    	
190 Goodrich Drive, Kitchener, ON
    
	
20.
    	
 
    	
2388734 Ontario Limited
    	
 
    	
2475 and 2440 Beryl Road, Oakville, ON
    
	
21.
    	
 
    	
Coronation Holdings Corp.
    	
 
    	
633-645 Coronation Drive, Scarborough, ON
    
	
Québec
    	
 
    	
 
    	
 
    	
 
    
	
22.
    	
 
    	
9042-7873 Quebec Inc.
    	
 
    	
4333-4337-4341 Boulevard Saint-Elzéar, Laval, QC
    
	
23.
    	
 
    	
9327-0197 Quebec Inc.
    	
 
    	
4, chemin Du Tremblay, Boucherville, QC
    
	
24.
    	
 
    	
Centre Mécanique AGH Inc.
    	
 
    	
139, rue du Parc Industriel, Ville de Saint-Marc-des-   Carrières, QC
    
	
25.
    	
 
    	
La Ville de Sainte-Marie
    	
 
    	
1700 Boulevard. Vachon Nord, Sainte-Marie, QC
    
	
26.
    	
 
    	
TFI Transport 2, L.P.
    	
 
    	
2920 Bellefeuille Street, Trois-Rivières, QC
    
	
27.
    	
 
    	
TFI Transport 2, L.P.
    	
 
    	
6205 Blvd. Wilfred-Hamel, Ancienne-Lorette, QC
    
	
28.
    	
 
    	
L Virgini Industries Inc. and The Lino Virgini   Family Trust
    	
 
    	
900-910 Avenue du Pacifique, Lachine, QC
    
	
Alberta
    	
 
    	
 
    	
 
    	
 
    
	
29.
    	
 
    	
101129188 Saskatchewan Ltd. and 1010143680   Saskatchewan Ltd.
    	
 
    	
6478-63 Street Close Lloydminster, AB
    
	
30.
    	
 
    	
1369024 Alberta Ltd.
    	
 
    	
4423 Industrial Avenue, Onoway, AB
    
	
31.
    	
 
    	
1713784 Alberta Ltd.
    	
 
    	
210 and 230-13th Street, Nobleford, AB
    
	
32.
    	
 
    	
1054498 Alberta Ltd.
    	
 
    	
8515-109 St, Grande Prairie, AB
    
	
33.
    	
 
    	
Government of Alberta, Department of Energy
    	
 
    	
Big Valley Stettler, AB
    
	
34.
    	
 
    	
Stirling Rose Holdings Inc.
    	
 
    	
4315 – 72nd Ave. S.E., Calgary, AB
    
	
35.
    	
 
    	
R&R Trading Co. Ltd.
    	
 
    	
5566-54 Avenue SE, Calgary, AB
    




 

S19











 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
36.
    	
 
    	
Two Grey Jays Inc.
    	
 
    	
240, 241, 300, 325 Balsam Road NE, Slave Lake, AB
    
	
37.
    	
 
    	
Gail Cleeve
    	
 
    	
SW-7-25-24 W4, Strathmore, AB
    
	
38.
    	
 
    	
Town of Taber
    	
 
    	
Lot 1 &2, Block 3, Plan 7819, Taber, AB
    
	
39.
    	
 
    	
1814872 Alberta Inc.
    	
 
    	
3905-65A Avenue, Leduc, AB
    
	
40.
    	
 
    	
TNT Trucking Lethbridge Ltd.
    	
 
    	
243 Stubbs Ross Road, Lethbridge, AB
    
	
41.
    	
 
    	
Spring Coulee Pullets Inc.
    	
 
    	
SW-T30_R25-W4, Kneehill County, AB
    
	
42.
    	
 
    	
587937 Alberta Ltd.
    	
 
    	
309-18 Avenue, Fox Creek, AB
    
	
43.
    	
 
    	
Mountainview Land Company Ltd.
    	
 
    	
5739-51st Avenue, S.E., Calgary, AB
    
	
44.
    	
 
    	
Re-Em Holdings Ltd.
    	
 
    	
8411-45 Street NW, Edmonton, AB
    
	
45.
    	
 
    	
Rycor Holdings Ltd.
    	
 
    	
6030 – 88th Street, Suite 216, Edmonton, AB
    
	
British   Columbia
    	
 
    	
 
    
	
46.
    	
 
    	
West Coast Farms Ltd.
    	
 
    	
4295-72nd Street, Delta, BC
    
	
47.
    	
 
    	
Hungtai Enterprises Inc.
    	
 
    	
4384-46A Street, Delta, BC
    
	
48.
    	
 
    	
Daryl Goodwin
    	
 
    	
4230 46A Street, Delta, BC
    
	
49.
    	
 
    	
Daryl Goodwin
    	
 
    	
3760 72 Street, Delta, BC
    
	
50.
    	
 
    	
Candou Management Ltd.
    	
 
    	
3600 72 Street, Delta, BC
    
	
51.
    	
 
    	
E.P. Ventures Ltd.
    	
 
    	
8831-100 Street, Fort St. John, BC
    
	
52.
    	
 
    	
Loon Properties Inc.
    	
 
    	
7880 & 7890 Vantage Way Delta, BC
    
	
53.
    	
 
    	
Kalicum Holdings Ltd.
    	
 
    	
3469 Aqua Terra Road, Cassidy, BC
    
	
54.
    	
 
    	
32 Fawcett Investments Ltd.
    	
 
    	
70 Golden Drive, Coquitlam, BC
    
	
Manitoba
    	
 
    	
 
    
	
55.
    	
 
    	
City of Flin Flon
    	
 
    	
100 Industrial Drive, Flin Flon, MB
    
	
56.
    	
 
    	
Rural Municipality of Ritchot
    	
 
    	
1373 Bernat Road, Ile Des Chenes, MB
    
	
57.
    	
 
    	
Kleefeld North Projects Ltd.
    	
 
    	
31 Main St North, Kleefeld, MB
    
	
Nova   Scotia
    	
 
    	
 
    
	
58.
    	
 
    	
Sumner Fraser
    	
 
    	
108 Acheron Court, Stellarton, NS
   B0K 1S0
    
	
New   Brunswick
    	
 
    	
 
    
	
59.
    	
 
    	
Haldor (1972) Ltd.
    	
 
    	
160 Blizzard Street, Fredericton, NB
    
	
60.
    	
 
    	
Multi-Line Leasing Inc.
    	
 
    	
1091 Champlain Street, Dieppe, NB
    
	
61.
    	
 
    	
New Leaf Environmental Inc.
    	
 
    	
121 Paddy’s Hill Drive, St. John
    
	
Newfoundland
    	
 
    	
 
    
	
62.
    	
 
    	
Byron Holdings Inc.
    	
 
    	
30 Eastland Drive, St. John’s, NL
    
	
63.
    	
 
    	
Triple S Management Limited
    	
 
    	
19 Harding Road and 24 Pepperrell Road, St. John’s,   NL
    




 

S20











 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
Arkansas
    	
 
    	
 
    	
 
    	
 
    
	
64.
    	
 
    	
Little Rock LLC
    	
 
    	
1701 E 14th St., Little Rock, AR
    
	
Colorado
    	
 
    	
 
    
	
65.
    	
 
    	
1111 Royer, LLC
    	
 
    	
1117 & 1111 Royer St., Colorado Springs, CO
    
	
66.
    	
 
    	
Bluewater Investments, LLC
    	
 
    	
396 W. 56th Ave., Denver, CO
    
	
67.
    	
 
    	
Hired Hand Denver, LLC
    	
 
    	
7373 Washington St., Denver, CO
    
	
Delaware
    	
 
    	
 
    
	
68.
    	
 
    	
Ron Averill
    	
 
    	
614 Cannery Ln, Townsend, DE
    
	
69.
    	
 
    	
Bill Gunter
    	
 
    	
624 Cannery Ln, Townsend, DE
    
	
70.
    	
 
    	
New Castle Properties
    	
 
    	
903 Lambson Lane, New Castle, DE
    
	
71.
    	
 
    	
Ram Real Estate, LLC
    	
 
    	
28471 John J Williams Hwy, Millsboro, DE
    
	
72.
    	
 
    	
Kathleen Keeler
    	
 
    	
604 Cannery Ave, Townsend, DE
    
	
Georgia
    	
 
    	
 
    
	
73.
    	
 
    	
Forace Gravitt
    	
 
    	
3373 North Henry Boulevard, Stockbridge, GA
    
	
74.
    	
 
    	
Interstate National Lease, Inc.
    	
 
    	
1404 Brickline Court, Albany, GA
    
	
75.
    	
 
    	
Tommy L. Kendrick and Sara J. Kendrick
    	
 
    	
2616 Waymanville Rd., Thomaston GA
    
	
76.
    	
 
    	
CCSWMA
    	
 
    	
155 Story Road, Warner Robbins, GA
    
	
77.
    	
 
    	
Charing Properties, LLC
    	
 
    	
33 Stewart Rd., Mauk, GA
    
	
Kansas
    	
 
    	
 
    
	
78.
    	
 
    	
Clark Investments, LLC
    	
 
    	
307 Augustine Ave., Abilene, KS
    
	
79.
    	
 
    	
Clark Investments, LLC
    	
 
    	
704 S.E. 4th Street, Topeka, KS
    
	
Illinois
    	
 
    	
 
    
	
80.
    	
 
    	
West Properties Inc.
    	
 
    	
14200 S. Division St., Posen, IL
    
	
81.
    	
 
    	
West Properties Inc.
    	
 
    	
23365 S Center Road, Frankfort, IL
    
	
82.
    	
 
    	
Eagle Industrial Park LLC
    	
 
    	
2401 Mississippi Ave., Suget
    
	
83.
    	
 
    	
West Properties Inc.
    	
 
    	
23220 S. 104th Avenue, Franfort, IL
    
	
84.
    	
 
    	
Peoria Terminal Barge
    	
 
    	
1925 S. Darst St., Peoria, IL
    
	
85.
    	
 
    	
West Properties
    	
 
    	
19701 97th Avenue, Mokena, IL
    
	
Indiana
    	
 
    	
 
    	
 
    	
 
    
	
86.
    	
 
    	
Crossroads Business Center, LLC
    	
 
    	
6331 E 30th Street (2   Suites), Indianapolis, IN
    
	
87.
    	
 
    	
West Properties Inc.
    	
 
    	
5625 Old Porter Road, Portage, IN
    
	
Louisiana
    	
 
    	
 
    
	
88.
    	
 
    	
Little Rock, LLC
    	
 
    	
3801 McCoy Drive, Bossier City, LA
    
	
Michigan
    	
 
    	
 
    
	
89.
    	
 
    	
G&A III Saginaw, LLC
    	
 
    	
3973 E. Washington Rd, Saginaw, MI
    
	
90.
    	
 
    	
City of Warren
    	
 
    	
25601 Flanders, Warren, MI
    




 

S21











 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
91.
    	
 
    	
Finsilver/Friedman Development Co., L.L.C.
    	
 
    	
26999 Central Park Boulevard, Southfield, MI
    
	
92.
    	
 
    	
West Properties
    	
 
    	
3658 Mill Creek NE, Comstock Park, MI
    
	
93.
    	
 
    	
Patel Industries
    	
 
    	
4872 Cogswell Rd., Wayne, MI
    
	
Missouri
    	
 
    	
 
    	
 
    	
 
    
	
94.
    	
 
    	
Clark Investments LLC
    	
 
    	
16726 Highway U, Boonville, MO 65233
    
	
95.
    	
 
    	
Very Clever LLC
    	
 
    	
8934 W State Hwy 14, Clever, MO
    
	
96.
    	
 
    	
Woodswether LLC
    	
 
    	
1420 / 1430 Woodswether Road, Kansas City, MO
    
	
97.
    	
 
    	
Very Clever LLC
    	
 
    	
1405 Woodswether Road, Kansas City, MO
    
	
98.
    	
 
    	
Absolute LLC
    	
 
    	
200 West 10th Avenue, North Kansas City, MO
    
	
Nebraska
    	
 
    	
 
    
	
99.
    	
 
    	
Industrial Funds of Omaha
    	
 
    	
9838 J Street, Omaha, NE
    
	
North   Carolina
    	
 
    	
 
    
	
100.
    	
 
    	
Herman Davis
    	
 
    	
3453 NC Hwy 39 N, Henderson, NC
    
	
101.
    	
 
    	
Al Hill Properties, LLC
    	
 
    	
1478 Bland Howell Rd, Deep Run, NC
    
	
102.
    	
 
    	
180 Ada Moore Street, LLC
    	
 
    	
180 Ada Moore St., Columbus, NC
    
	
103.
    	
 
    	
Taylor E. Barrow
    	
 
    	
302 Grumman Rd., Greensboro, NC
    
	
104.
    	
 
    	
Susan W. Miller Revocable Tust
    	
 
    	
657 Old US Hwy 17 S, Elizabeth City, NC
    
	
105.
    	
 
    	
City of Fayetteville
    	
 
    	
583 Winslow Street, Fayetteville, NC
    
	
106.
    	
 
    	
DH Griffin
    	
 
    	
421 Raleigh View Road, Raleigh, NC
    
	
107.
    	
 
    	
DH Griffin
    	
 
    	
422 Raleigh View Road, Raleigh, NC
    
	
108.
    	
 
    	
DeWitt Properties
    	
 
    	
3301 Benson Drive, Raleigh, NC
    
	
109.
    	
 
    	
Ivey Crosswinds, LLC
    	
 
    	
3737 Conquest Drive, Garner, NC
    
	
110.
    	
 
    	
W&W Electric Motor Shop, Inc.
    	
 
    	
5240 James B. White Highway South, Whiteville, NC
    
	
Ohio
    	
 
    	
 
    	
 
    	
 
    
	
111.
    	
 
    	
Tractor Road
    	
 
    	
5235 Tractor Rd., Toledo, OH
    
	
112.
    	
 
    	
Wood Real Estate Partners
    	
 
    	
1011 Lake Rd., Medina, OH
    
	
113.
    	
 
    	
Crana Properties
    	
 
    	
6975 Brookville Salem Rd., Brookville, OH
    
	
Oklahoma
    	
 
    	
 
    	
 
    	
 
    
	
114.
    	
 
    	
El Reno Oil Patch, L.L.C.
    	
 
    	
2911 Oil Patch Road El Reno, OK
    
	
Pennsylvania
    	
 
    	
 
    
	
115.
    	
 
    	
The Estate of Tillie Barry
    	
 
    	
230 Obie Road, Newmanstown, PA
    
	
South   Carolina
    	
 
    	
 
    
	
116.
    	
 
    	
TSN Realty, LLC
    	
 
    	
7800 Farrow Road, Columbia, SC
    
	
117.
    	
 
    	
101 McNeely Road, LLC
    	
 
    	
101 McNeely Road, Piedmont, SC
    




 

S22











 


	
Item No.
    	
 
    	
Landlord
    	
 
    	
Municipal Address
    
	
Tennessee
    	
 
    	
 
    
	
118.
    	
 
    	
Hailey’s Harbor
    	
 
    	
7320 Centennial Blvd, Nashville, TN
    
	
119.
    	
 
    	
George and Julie McGuffin
    	
 
    	
415 Ryder Lane, Morristown, TN
    
	
Virginia
    	
 
    	
 
    	
 
    	
 
    
	
120.
    	
 
    	
VFW
    	
 
    	
701 West Stuart Drive, Hillsville, VA
    
	
121.
    	
 
    	
Ron Molloy
    	
 
    	
1803 Grayson Turnpike, Wytheville, VA
    
	
122.
    	
 
    	
Twin Creek Estates, Inc.
    	
 
    	
3215 Business Centrer Drive, Christiansburg, VA
    
	
Wisconsin
    	
 
    	
 
    
	
123.
    	
 
    	
West Properties
    	
 
    	
3240 W Elm Rd., Franklin, WI
    
	
124.
    	
 
    	
Eagan Hoffman
    	
 
    	
5945 Haase Rd., DeForest, WI
    




 

S23









 

SCHEDULE 2.1.11 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.11
 MATERIAL REAL PROPERTY

 

(i)             Real Property having a net book value in excess of C$15,000,000:

 

Nil.

 

(ii)          Real Property mortgaged to the Administrative Agent prior to September 30, 2016:

 

(a)                                 5 Brydon Drive, Toronto, ON

 

(b)                                 16 Centennial Road, Kitchener, ON

 

(c)                                  473051 County Road 11, Amaranth, ON

 

(d)                                 71 Fenmar Drive, Toronto, ON

 

(e)                                  86 Sackville Road, Sault Road, Sault Ste Marie, ON

 

(f)                                   1034 Toy Avenue, Pickering, ON

 

(g)                                  1048 Toy Avenue, Pickering, ON

 

(h)                                 1060 Toy Avenue, Pickering, ON

 

(i)                                     1070 Toy Avenue, Pickering, ON

 

(j)                                    Quartz Street, Pickering, ON

 

(k)                                 3525 Mavis Road, Mississauga, ON

 

(l)                                     560 Seaman Street, Stoney Creek, ON

 

(m)                             38 Fenmar Drive, Toronto, ON

 

(n)                                 39-41 Fenmar Drive, Toronto, ON

 

(o)                                 8128 Hwy 9, Tottenham, ON

 

(p)                                 20 and 21 Simmonds Drive, Dartmouth, NS

 

(q)                                 873 Donnybrook Drive, Dorchester, ON

 

(r)                                    1090 Kenaston Blvd. Winnipeg, MB

 

(s)                                   4208-84 Avenue, Edmonton, AB

 

(t)                                    4310-84 Avenue, Edmonton, AB

 

S24











 

(u)                                 5004-41 Street, Onoway, AB

 

(v)                                 9211 National Place, Prince George, BC

 

(w)                               9288 Rock Island Road, Prince George, BC

 

(x)                                 156 Tilley Road, Kelowna, BC

 

(y)                                 19199 McCowan Road, Mount Albert, ON

 

(z)                                  6105-76th Avenue NW, Edmonton, AB

 

(aa)                          8409-15th Street NW, Edmonton, AB

 

(bb)                          20204/20212-113th Avenue, Edmonton, AB

 

(cc)                            8815-13th Street, Strathcona County, AB

 

(dd)                          132 Corstate Avenue, Concord, ON

 

(ee)                            3333 Talbot Boulevard, City of Chicoutimi, QC

 

(ff)                              500 De Vernon Street, City of Gatineau, (Borough of Aylmer) QC

 

(gg)                            2222 Lavoisier Street, City of Quebec (Borough of Des Rivières), QC

 

(hh)                          2244 Lavoisier Street, City of Quebec (Borough of Des Rivières), QC

 

(ii)                                  5300 Albert-Millichamp Street, City of Longueuil (Borough of Saint-Hubert), QC

 

(jj)                                9271 Cavanagh Road, Beckwith, ON

 

(kk)                          211 Corduroy Road, Russell, ON

 

(ll)                                  17125 Lafleche Road, Moose Creek, ON

 

(mm)                  17354 Allaire Road, Moose Creek, ON

 

(nn)                          197 Putman Industrial Road, Belleville, ON

 

(oo)                          140 rue Martin, Granby, PQ

 

(pp)                          1700 Jean Talon, City of Quebec, PQ

 

(qq)                          322 Bennett Road, Bownmanville, ON

 

(rr)                                40 Britton Court, Bowmanville, ON

 

(ss)                              4365 Bouleward St. Elzear West, Laval, QC

 

(tt)                                128 Place Marien, Montreal, QC

 

(uu)                          3525 Boulevard Laurier Est., St-Hyacinthe, QC

 

(vv)                          3345 Boulevard Laurier Est., St-Hyacinthe, QC

 

(ww)                      100 Unwin Avenue, Toronto, ON

 

(xx)                          6200 Elmridge Drive, Sterling Heights, MI

 

(yy)                          6237, 6301, 6329 and 6363 Sims Drive, Sterling Heights, MI

 

S25











 

SCHEDULE 2.1.13 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.13
 INTELLECTUAL PROPERTY

 

Registered Trademarks and Design Marks:

 

·                  Registration No. : TMA848313

Trade-mark: GFL Green for Life & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No.: TMA4394608

Serial No. 85/489,411

Trade-mark: GFL Green for Life & Design

Registered with Trade Marks (US)

 

·                  Registration No.: TMA542455

Trade-mark: Turtle Island Recycling & Design

Registered with Trade Marks (Canada)

 

·                  Registration No. TMA761767

Trade-mark:       M&R Environmental

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA843551

Trade-mark: Formulated for Change

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA748159

Trade-mark: Eco-Freez

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA845364

Trade-mark: SaniSmart Waste Disposal Services

Registered with Registrar of Trade Marks (Canada)

 

S26











 

·                  Registration No. TMA845365

Trade-mark: SaniSmart Waste Disposal Services & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA701465

Trade-mark: Envirotec

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. 3070446

Trade-mark Mark: Rizzo

Registered with Trade Marks (US)

 

·                  Registration No. 4468790

Trade-mark Mark: Rizzo Environmental Services

Registered with Trade Marks (US)

 

·                  Registration No. 3996255

Trade-mark: Royal Oak Recycling & Design

Registered with Trade Marks (US)

 

·                  Registration No. TMA809902

Trade-mark: The Bin Alternative

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA809884

Trade-mark: Re-Claim Your Space

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA810242

Trade-mark: EzBag & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA734295

Trademark: The Bin Company

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA734296

Trade-mark: The Bin Company & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA734297

Trade-mark: Call Us 4 Bins & Design

Registered with Registrar of Trade Marks (Canada)

 

S27











 

·                  Registration No. TMA734296

Trade-mark: The Bin Company & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA690028

Trade-mark:                           Platinum Performance Guaranteed & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA773270

Trade-mark:                           Protekt Document Destruction & Design

Registered with Registrar of Trade Marks (Canada)

 

Registration No. 3,084,917

Trade-mark: Express Services

Registered with United States Patent and Trademark Office

 

·                  Registration No. 3,079,138

Trade-mark: Express

Registered with United States Patent and Trademark Office

 

·                  Registration No. 3,079,137

Trade-mark: Express Service & Design

Registered with United States Patent and Trademark Office

 

·                  Registration No. 3,079,136

Trade-mark: Express & Design

Registered with United States Patent and Trademark Office

 

·                  Registration No. TMA848791

Trade-mark: Flying Man & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA848784

Trade-mark: Carney’s & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA974463

Trade-mark: Go to Guys Environmental Services & Design

Registered with Registrar of Trade Marks (Canada)

 

·                  Canadian Application File No. 1888266

Trade-mark: ACCUWORX

 

·                  Registration No. TMA898093

Trade-mark: Deep & Design

Registered with Registrar of Trade Marks (Canada)

 

S28











 

·                  Registration No. TMA841153

Trade-mark: Deep Foundations

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA898091

Design mark: Deep

Registered with Registrar of Trade Marks (Canada)

 

·                  Registration No. TMA898092

Design mark: Deep

Registered with Registrar of Trade Marks (Canada)

 

·                  Canadian Application File No. 1887639

Trade-mark: GREEN TODAY. GREEN FOR LIFE

 

·                  US Application Serial No. 878 377 95

Trade-mark: GREEN TODAY. GREEN FOR LIFE

 

·                  Registration No.4875126 and 4914371

Trade-mark: Full Circle Project

Registered with United States Patent and Trademark Office

 

·                  Registration No.3619126

Trade-mark: WE’RE PART OF EVERYDAY LIFE...MAKE US PART OF YOURS

Registered with United States Patent and Trademark Office

 

·                  Registration No.3489395

Trade-mark: THINK SERVICE!

Registered with United States Patent and Trademark Office

 

·                  Registration No.2292055

Design Mark: Arrow Design Mark

Registered with United States Patent and Trademark Office

 

·                  Registration No.86527053

Trade-mark: WASTE INDUSTRIES WELCOME TO A CLEANER WORLD!

Registered with United States Patent and Trademark Office

 

·                  Registration No.4802538 and 5462562

Design and Trade-Mark: Alpine

Registered with United States Patent and Trademark Office

 

·                  Registration No.3426057

Trade-mark: ALTOGETHER RECYCLING

Registered with United States Patent and Trademark Office

 

S29











 

·                  Registration No.20081487599

Trade-mark: BESTWAY DISPOSAL

Registered with United States Patent and Trademark Office

 

Patents

 

·                  Canadian Patent Application No. 2957972

 

·                  US Patent Application No. 62/039,060

 

·                  PCT Filing Number PCT/CA2015/000473

 

·                  International Publication Number W02016/026026

Invention Titled: Process to produce a commercial soil additive comprising prepared from compost and in SITU oxidized sulfur and soil additive so formed

 

Licensed Trademarks:

 

	
IP
    	
 
    	
Owner
    	
 
    	
Term of License
    	
 
    	
Description
    
	
Trademark for “Ever Green Ecological Services”
    	
 
    	
Evergreen Environmental Corporation
    	
 
    	
12 years (expires 20 November 2023)
    	
 
    	
GFL Environmental Inc., as successor to Ever Green   Ecological Services Inc. is entitled to use the “Ever Green” name in   connection with its current or future activities and business solely to the   extent that that it is conducted in the business of waste management   collection and processing.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Trademark “Smithrite” and domain name “Smithrite.com
    	
 
    	
Smithrite Delivery Services Ltd.
    	
 
    	
5 years (expires Feb. 26, 2023)
    	
 
    	
GFL Environmental Inc. is entitled to use the trademark and   domain name in connection with the waste management services offered by it in   the Province of British Columbia
    


 

Unregistered Trademarks

 

·                  GFL

·                  Environmental

·                  Green For Life

·                  GFL Excavating

·                  Anchor Shoring & Caissons

·                  Pro-Green Demolition

·                  Services Matrec

·                  Lafleche Environmental

·                  GFL Infrastructure

·                  Bestway Disposal

·                  Bestway Recycle

·                  Bestway Transfer

 

S30











 

Trade Names:

 

	
Business Name
    	
 
    	
Province
    
	
A-1 Refuse
    	
 
    	
Nova Scotia
    
	
Aberto Wireless
    	
 
    	
Ontario
    
	
Advantage Waste Specialties
    	
 
    	
British Columbia
    
	
Best Landfarm
    	
 
    	
Saskatchewan
    
	
Bramley’s Enviro Soil Technology
    	
 
    	
Saskatchewan
    
	
Carl’s Sanitation Service’s
    	
 
    	
Ontario
    
	
Carl’s Waste
    	
 
    	
Ontario
    
	
Carl’s Waste Services
    	
 
    	
Ontario
    
	
Coal Creek Landfill
    	
 
    	
Saskatchewan
    
	
Detox Environmental
    	
 
    	
Alberta
    
	
Detox Environmental
    	
 
    	
Ontario
    
	
Deuce Disposal
    	
 
    	
Alberta
    
	
Enviro West
    	
 
    	
Alberta
    
	
Enviro West
    	
 
    	
Ontario
    
	
Envirocan
    	
 
    	
Alberta
    
	
Environment Detox - Detox Environmental
    	
 
    	
Quebec
    
	
Enviro-Smart Organics
    	
 
    	
British Columbia
    
	
Envirotec Services
    	
 
    	
Saskatchewan
    
	
Ever Green
    	
 
    	
Alberta
    
	
Ever Green Ecological Services
    	
 
    	
Alberta
    
	
GFL Environmental
    	
 
    	
Alberta
    
	
GFL Environmental
    	
 
    	
British Columbia
    
	
GFL Environmental
    	
 
    	
Ontario
    
	
Green For Life
    	
 
    	
Ontario
    
	
Green Soils
    	
 
    	
Ontario
    
	
Green Soils Waterfront
    	
 
    	
Ontario
    
	
Instant Lawns
    	
 
    	
British Columbia
    
	
Instant Lawns Turf Farm
    	
 
    	
British Columbia
    
	
Johnson Waste
    	
 
    	
Manitoba
    
	
Johnson Waste Management
    	
 
    	
Manitoba
    
	
Klondike Disposal
    	
 
    	
Alberta
    
	
Klondike Disposal & Recycling
    	
 
    	
Alberta
    
	
Lafleche Environmental
    	
 
    	
Ontario
    
	
Lafleche Landfill
    	
 
    	
Ontario
    
	
Martin Disposal
    	
 
    	
Ontario
    


 

S31











 

	
Business Name
    	
 
    	
Province
    
	
Ontario Soil Recycling
    	
 
    	
Ontario
    
	
Ontario Soil Recycling-Brighton
    	
 
    	
Ontario
    
	
PV Disposal
    	
 
    	
Saskatchewan
    
	
PV Waste Solutions
    	
 
    	
Saskatchewan
    
	
Recyco Environmental
    	
 
    	
Ontario
    
	
Regens Disposal
    	
 
    	
Saskatchewan
    
	
Rexdale Disposal
    	
 
    	
Ontario
    
	
Sandhill Disposal and Recycling
    	
 
    	
Ontario
    
	
Services Sanitaires de recyclage expert
    	
 
    	
Quebec
    
	
Turtle Island Recycling
    	
 
    	
Ontario
    


 

Domain Names:

 

accuworx.ca

abcsanitationnc.com

admsanitation.com

advantagewastenc.com

advantagewaste.com

alpinedisposal.com

alpinewaste.com

alpinewasteservices.com

altogetherrecycling.com

anchorshoring.com

anproexcavating.com

aoktrash.com

aspenwastemanagement.ca

allterrainsvc.com

AYDENVIRONMENTAL.COM

bestwaydisposal.com

bestwaydisposal.info

bestwaydisposal.net

bestwaydisposal.us

bestwaydisposalbilling.com

bincompany.com

bio-can.ca

bio-cycle.ca

brockssanitation.com

budgetrefuse.com

cardinalwastesolutions.com

carolinawasteandrecycling.com

ceciltrashllc.com

coalcreeklandfill.ca

camillefontaine.com

cleansoils.ca

clmsanitation.com

conteneursbrodeur.com

conteneurshmf.com

corronstrash.com

countydisposal.ca

countydisposal2000.com

cumberlandsanitation.com

deep.ca

deepfoundations.ca

delawaresanitationinc.com

detoxenvironmental.com

DEUCEDISPOSAL.CA

DEUCEDISPOSAL.COM

DLENV.COM

dump-my-stuff.com

dumpmystuff.com

dumpsteranywhere.com

eastcoastsanitation.com

eastcoastsanitation.net

Echorefinery.com

eco-freez.com

ecofreez.ca

ecofreeze.ca

ecokids-usa.com

ecokids-usa.net

 

S32











 

ecokids-usa.org

ecokidsusa.org

econohaul.net

edb.ca

edumpsterusa.com

EILENVIRONMENTAL.COM

ELEMENT-ENV.COM

envirowestinc.com

Eeusedoil.com

EVERGREENECO.CA

EVERGREENECO.COM

EVERGREENECOLOGICAL.CA

EVERGREENECOLOGICAL.COM

EVERGREENECOLOGICALSERVICES.CA

EVERGREENECOLOGICALSERVICES.COM

EVERGREENECOLOGICALSERVICESINC.CA

EVERGREENRECYCLING.ORG

e-z-bag.com

ezwastedisposal.com

garbagepickupatlanta.com

garbagepickupraleigh.com

getonitgfl.com

gfldumpster.com

gfl-usa.com

gfl-usa.net

gfl-usa.org

GFLENV.COM

GFLENVIRO.COM

GFLENVIRONMENTAL.COM

GFLENVIRONMENTALCORP.COM

gflenvusa.co

gflenvusa.com

gflenvusa.info

gflenvusa.net

gflenvusa.org

GFLEXCAVATING.COM

gflusa.com

gflusa.net

gflusadumpster.com

gflusapayments.com

GFLWASTE.COM

getridoftrash.com

gomedwaste.com

gowwin.com

greendayrecycling.com

greendaywaste.com

GREENECOLOGICAL.CA

GREENECOLOGICALSERVICES.CA

GREENECOLOGICALSERVICES.COM

GREENSOILS.CA

haarsma.ca

haarsmawasteinnovations.com

haarsmawasteinnovations.ca

haarsmawasteinnovation.com

haarsmawasteinnovation.ca

hampsteadtrashservice.com

harfordsanitation.com

harfordtrashservices.com

iacutus.com

i-pak.net

independentdisposal.com

independentdisposal.com

jpblanchardetfils.com

kenstrash.com

KLONDIKEDISPOSAL.CA

lebanonfarms.com

lebanonfarmsdisposal.com

leduclandfill.ca

leducregionallandfill.ca

leducwastemanagement.ca

leic.com

LIQUIDWASTE.CA

LLSR.CA

lovelesscontainer.com

lovelesssand.com

malex.ca

matrec.ca

Masterwashine.com

mclwaste.ca

mclwaste.net

medicalwastenc.com

medicalwastesc.com

MEGACITYES.COM

metrosanitation.com

nmswastesolutions.com

moordisposal.com

 

S33











 

moordisposal.co

mrenviro.ca

mrenviro.com

mrenviro.net

mrenviro.org

mrenvironmental.ca

mrenvironmental.com

myalpinewaste.com

my-dumpster.com

mygarbagepickup.com

mywasteindustries.com

mywasteindustries.net

nationwideoil.com

NORTHWESTSAN.CA

NWSCANADA.COM

oceansews.com

oceansenvironmentalwasteservices.com

osrgroup.ca

OSSENVIRONMENTAL.CA

ottawawaste.com

pbsanitationllc.com

pdqdisposal.com

potterenvironmental.com

potterpumping.com

progreendemo.com

RAINBOWWASTE.CA

RDLENV.COM

recool.ca

regensdisposal.ca

regensgroup.ca

regensrecycle.com

regensrecycle.ca

REXDALEDISPOSAL.COM

rizzodumpster.com

rizzoservices.com

rolandthibault.ca

rolandthibault.com

roverinc.com

SANDHILLDISPOSAL.COM

sanismart.ca

sanismartwastedisposal.ca

shawsanitation.com

simplewastedisposal.net

smithrite.com

smithsanitation-bluewaters.com

standstone.ca

sunrisedisposal.ca

surehorizon.ca

titandisposalinc.com

THEGARBAGECOMPANY.CA

tottenhamairfield.com

transformingwaste.ca

trash-disposal.com

trashpickupatlanta.com

trashpickupraleigh.com

TRILINEDISPOSAL.CA

TRILINEDISPOSAL.COM

TURTLEISLANDRECYCLING.COM

vetwastenc.com

virtualdumpsterusa.com

waterx.ca

wepayforwasteoil.com

westcoastinstantlawn.ca

westcoastinstantlawn.com

westcoastlawn.ca

westcoastlawn.com

wadedisposal.com

wadedisposal.net

waste-ind.net

wasteind.net

wasteindustries.net

wasteindustriesllc.com

wasteindustriessucks.com

wasteindustriesuniversity.com

wasteindustriesusa.net

wastevpn.net

wethinkservice.net

waste-ind.com

wasteindustries.com

wasteindustriesdumpster.com

wasteindustriesllc.net

wasteindustriessucks.net

wasteindustriesusa.com

wasteindustryuniversity.com

wethinkservice.com

wynnesanitation.com

 

S34









 

Software:

 

The Canadian Borrower and its Subsidiaries use licensed/owned accounting, office management, operational and enterprise resource planning software in the conduct of its operations including:

 

	
Name
    	
 
    	
Description
    
	
Microsoft Dynamic GP 2010/2015
    	
 
    	
ERP - Financial System
    
	
Ariett
    	
 
    	
WEB requisitioning and Procurement System
    
	
BI360 By Solver
    	
 
    	
Business Intelligent Financial Reporting System
    
	
Asset Works M5
    	
 
    	
Fleet Maintenance Management System
    
	
Route Smart
    	
 
    	
Route Optimization
    
	
TRUX
    	
 
    	
Route Management System - Solid Waste Operations
    
	
Intelex
    	
 
    	
Incidents and Claims Management System
    
	
Timezone
    	
 
    	
WEB time and attendants
    
	
Ceridian Insync
    	
 
    	
Payroll System
    
	
Paribus
    	
 
    	
Waybills Management and Billing for Liquid Waste -   GFL West
    
	
OMS
    	
 
    	
Waste Management and Billing System for Liquid Waste   East
    
	
Microsoft Mappoint 2013
    	
 
    	
Tux Integration Mapping
    
	
Microsoft Office 2010/2013
    	
 
    	
Office Productivity Software
    
	
Microsoft Exchange 2010/2013
    	
 
    	
Corporate email system
    
	
Numara Track-It!
    	
 
    	
I.T. Helpdesk Ticketing System
    
	
VMware
    	
 
    	
Virtualization Environment
    
	
Veeam Enterprise Backup and Replication for VMware
    	
 
    	
Servers Backups
    
	
Veeam One
    	
 
    	
Monitoring for Servers and VMWare
    
	
VMware SRM
    	
 
    	
Disaster Recovery Solution - Site Replication   Manager
    
	
Microsoft Windows Servers
    	
 
    	
Server Operating Systems
    
	
Solar winds
    	
 
    	
Network Infrastructure Monitoring Solution
    
	
Office Equitrac
    	
 
    	
Print/Copy Control System
    
	
Nuance AutoStore
    	
 
    	
Document Scanning and OCR Engine
    
	
FleetMapper
    	
 
    	
Fleetmapper Computer Aided Dispatch
    


 

S35











 

	
Name
    	
 
    	
Description
    
	
Fleetmind
    	
 
    	
Onboard Computer for Solid Waste trucks fleet
    
	
Adobe Acrobat Standard 2011
    	
 
    	
PDF Writer
    
	
Websense
    	
 
    	
Web Filtering System
    
	
Citrix XenApp
    	
 
    	
Citrix Servers Environment
    
	
Crystal Reports
    	
 
    	
Report Writing Tool
    
	
Crystal Enterprise Reporting
    	
 
    	
Report Publishing Server
    
	
Microsoft SQL Reporting Service
    	
 
    	
Report Writing and Publishing Server
    
	
Visual Studio 2013
    	
 
    	
Development Tools
    
	
Microsoft SQL 2008 R2 Enterprise Server
    	
 
    	
Relational Database Management System
    
	
Microsoft SQL 2012 R2 Enterprise Server
    	
 
    	
Relational Database Management System
    
	
Symantec Endpoint
    	
 
    	
Anti-Virus Solution
    
	
GoToAssist
    	
 
    	
I.T. Helpdesk Remote Controlling System
    
	
GoToMeeting
    	
 
    	
WEB collaboration Tools
    
	
Blackberry Enterprise Server
    	
 
    	
Blackberry Mobile Device Management
    
	
Commvault Simpana
    	
 
    	
Email/File Backup and Archiving
    
	
Soti
    	
 
    	
MDM Solution
    
	
MS Skype Server 2015
    	
 
    	
Skype for Business
    
	
Cognos
    	
 
    	
Financial Reporting
    
	
Laserfiche
    	
 
    	
AP Document Management/ Legal Document Management
    
	
Cisco Call Manger/Unity/Contact Center
    	
 
    	
End Users Phones and Call Center Agents
    
	
Workday
    	
 
    	
HRIS
    
	
Cietrade
    	
 
    	
Recycling Division AP/AR and ticketing software
    
	
QAlert
    	
 
    	
CRM Tool and messaging software
    
	
Digium
    	
 
    	
Phone system
    
	
ExacqVision
    	
 
    	
Security Camera Software
    
	
Dossier
    	
 
    	
Maintenance software
    
	
Code Two
    	
 
    	
Email Signature Software
    


 

S36











 

SCHEDULE 2.1.14 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.14
 COMPLIANCE WITH LAWS

 

N/A

 

S37











 

SCHEDULE 2.1.15 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.15
 TAXES

 

None

 

S38











 

SCHEDULE 2.1.20 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.20
 LICENCES

 

None

 

S39











 

SCHEDULE 2.1.21 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.21
 WITHHOLDING OF TAXES ETC.

 

None

 

S40









 

SCHEDULE 2.1.23 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.23
 CORPORATE CHART AND SUBSIDIARIES

 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
GFL Environmental Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
ON, AB, BC, MB, SK, NB, NL,   NS, QC
    	
 
    	
14 Common shares 

 

1,984,616,462 Ordinary NV   Common
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1877984 Ontario Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
ON
    	
 
    	
1,000 Common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2191660 Ontario Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
100 New Park Place,   Suite 500, Vaughan, ON
    	
 
    	
ON
    	
 
    	
100 Common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Infrastructure Group   Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite
    	
 
    	
100 New Park Place,   Suite 500, 
    	
 
    	
ON
    	
 
    	
3,310 Common shares
    	
 
    	
GFL Environmental Inc.
    


 

S41











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
500, Vaughan, ON
    	
 
    	
Vaughan, ON
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mid Canada Environmental Services Ltd.
    	
 
    	
MB
    	
 
    	
8409 — 15 St. N.W., Edmonton AB, T6P 1X2

 

and

 

100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Chief Executive:

1373 Bernat Road, Ile des Chenes,   Manitoba R0A 0T0

 

Registered:

2200 — One Lombard Place, Winnipeg, Manitoba   R3B 0X7

 
    	
 
    	
MB
    	
 
    	
20 Class A shares

 

100 Class B shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Maritimes Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
NB, NS
    	
 
    	
1,000 Common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Tottenham Airfield Corporation Inc.
    	
 
    	
ON
    	
 
    	
220 Duncan Mill Road, Suite 514,   Toronto, ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
100 Common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1248544 Ontario Ltd.
    	
 
    	
ON
    	
 
    	
 100   New Park Place, Suite 500, Vaughan, ON
    	
 
    	
Chief Executive Office:

100 New Park Place, Suite 500, 
    	
 
    	
ON
    	
 
    	
1,000 Class A1 shares

 

1,000 Class A2
    	
 
    	
GFL Environmental Inc.
    


 

S42











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Vaughan, ON

 

Registered Office: 38 Fenmar Drive, Toronto, Ontario M9L1L9
    	
 
    	
 
    	
 
    	
shares

 

100 Common shares
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mount Albert Pit Inc.
    	
 
    	
ON
    	
 
    	
220 Duncan Mill Road, Suite 514,   Toronto, Ontario M3B 3J5 
    	
 
    	
Chief Executive Office:

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

220 Duncan Mill Road, Suite 514,   Toronto, Ontario M3B 3J5
    	
 
    	
ON
    	
 
    	
100 Common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2481638 Ontario Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
100 Common Shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
9382-3177 Québec Inc.
    	
 
    	
QC
    	
 
    	
4100-1155 Boul. Rene-Levesque Ouest,   Montreal, QC
    	
 
    	
Chief Executive Office:

100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
QC
    	
 
    	
100 Common Shares
    	
 
    	
GFL Environmental Inc.
    


 

S43











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Registered Office:

 

4100-1155 Boul. Rene-Levesque Ouest,   Montreal, QC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental Inc. 2019
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
1,000 common shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Coronation Recycling Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
1,000,001 common shares
    	
 
    	
GFL Environmental Inc. 2019
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6582923 Canada Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan, ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
1,000,001 common shares
    	
 
    	
GFL Environmental Inc. 2019
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Millennium Disposal Services Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON

 
    	
 
    	
ON
    	
 
    	
10,000,000 common shares

 

12,500 preferred shares
    	
 
    	
GFL Environmental Inc. 2019
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Enviro PB Inc.
    	
 
    	
QC
    	
 
    	
4100-1155 Boul. Rene-Levesque Ouest, 
    	
 
    	
Chief Executive Office:

100 New Park Place, Suite 500, 
    	
 
    	
QC
    	
 
    	
110,47 Class A

 

79,53 Class B

 

46 Class C
    	
 
    	
GFL Environmental Inc. 2019
    


 

S44











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
Montreal, QC
    	
 
    	
Vaughan, ON
    	
 
    	
 
    	
 
    	
673,468 Class E

 

2 Class J

 

1 Class K, Class L

 

200 Class N
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental Real Property, Inc.   (formerly Rizzo Holdings, Inc.)
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON

 
    	
 
    	
Principal Office:

100 New Park Place, Suite 500, Vaughan,   ON

Registered Office:

Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
MI
    	
 
    	
100 Common Shares 
    	
 
    	
GFL Holdco (US), LLC 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental Recycling Services, LLC
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON

 
    	
 
    	
Principal Office:

 

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

Corporate
    	
 
    	
MI
    	
 
    	
100 Common Units 
    	
 
    	
GFL Environmental Real Property, Inc.   (formerly Rizzo Holdings, Inc.)
    


 

S45











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Baldwin Pontiac LLC
    	
 
    	
MI
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Principal Office:

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

Corporate Creations Network Inc.

28175 Haggerty Rd., Novi, MI 48377
    	
 
    	
MI
    	
 
    	
100 Common Units 
    	
 
    	
GFL Environmental Real Property, Inc.   (formerly Rizzo Holdings, Inc.)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental USA Inc.
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Principal Office:

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

Corporate Creations Network Inc.
    	
 
    	
MI
    	
 
    	
100 Common Shares
    	
 
    	
GFL Environmental Real Property, Inc.   (formerly Rizzo Holdings, Inc.)
    


 

S46











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental Holdings (US), Inc.
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Principal Office:

 

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
N/A- no operations
    	
 
    	
1,265.001

 

Common Shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Holdco (US), LLC
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON

 
    	
 
    	
Principal Office:

 

100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
N/A- no operations
    	
 
    	
12,650,000 Common membership interests

 

200,000,000 Preferred
    	
 
    	
GFL Environmental Holdings (US), Inc.   and 1994439 Alberta ULC
    


 

S47











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Registered Office:

Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
 
    	
 
    	
membership interests
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Accuworx Inc.
    	
 
    	
ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
ON
    	
 
    	
1, 200 Common Shares
    	
 
    	
GFL Infrastructure Group Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Smithrite Equipment Painting &   Repair Ltd.
    	
 
    	
BC
    	
 
    	
666 Burrard St., Suite 1700, Park Place,   Vancouver, BC
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
BC
    	
 
    	
1 Common Shares
    	
 
    	
GFL Environmental Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Water X Industrial Services Ltd.
    	
 
    	
MB
    	
 
    	
2200 - One Lombard Place, Winnipeg MB R3B   0X7  
    	
 
    	
2200 - One Lombard Place, Winnipeg MB R3B   0X7  
    	
 
    	
MB
    	
 
    	
180 Class 1 Common Voting

 

60 Class 3 Common Voting

 

72,500 Class A Preferred Voting

 

72,500 Class D Preferred Voting
    	
 
    	
GFL Infrastructure Group Inc.
    


 

S48











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
GFL North Michigan Landfill, LLC
    	
 
    	
MI
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Principal Office:

100 New Park Place, Suite 500, Vaughan,   ON

 

Registered Office:

Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
MI
    	
 
    	
1 Unit
    	
 
    	
GFL Environmental USA Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Environmental Services USA, Inc.
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Registered Office:

Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
MI, OK, WI, IN, IL, KS, MI, CO, SD
    	
 
    	
300.072    Common Stock
    	
 
    	
GFL Holdco (US), LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GFL Earth Services, Inc.
    	
 
    	
DE
    	
 
    	
100 New Park Place, Suite 500, Vaughan,   ON
    	
 
    	
Registered Office:

Corporate Creations Network Inc.
    	
 
    	
DE
    	
 
    	
101.180 Common Stock
    	
 
    	
GFL Holdco (US), LLC
    


 

S49











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
3411 Silverside Road, Tatnall Building,   Suite 104, Wilmington, New Castle, DE 19810
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wrangler Super Holdco Corp.
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated Common Stock
    	
 
    	
GFL Holdco (US), LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wrangler Holdco Corp.
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated Common Stock
    	
 
    	
Wrangler Super Holdco Corp.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wrangler Intermediate, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership
    	
 
    	
Wrangler Holdco Corp.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wrangler Buyer, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership
    	
 
    	
Wrangler Holdco Corp
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wrangler Finance Corp.
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh, 
    	
 
    	
Chief Executive Office:

3301 Benson
    	
 
    	
NC
    	
 
    	
Uncertificated Common Stock
    	
 
    	
Wrangler Buyer, LLC
    


 

S50











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
NC
    	
 
    	
Drive, Suite 601, Raleigh, NC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries USA, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interests
    	
 
    	
Wrangler Buyer, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Alpine Holdings, Inc.
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
CO
    	
 
    	
1,000 Common Stock
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Alpine Disposal, Inc.
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
CO
    	
 
    	
3,750 Common Stock
    	
 
    	
Alpine Holdings, Inc.;
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Alpine Equipment Holding, LLC
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
CO
    	
 
    	
Uncertificated membership interest
    	
 
    	
Alpine Disposal, Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Alpine Equipment Finance, LLC
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
CO
    	
 
    	
Uncertificated membership interest
    	
 
    	
Alpine Disposal, Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Five Part Development, LLC
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 
    	
 
    	
Chief Executive Office:
    	
 
    	
CO
    	
 
    	
Uncertificated membership 
    	
 
    	
Alpine Disposal, Inc.
    


 

S51











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
601, Raleigh, NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
 
    	
 
    	
interest
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mountain States Packaging, LLC
    	
 
    	
CO
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
CO
    	
 
    	
Uncertificated membership interest
    	
 
    	
Alpine Disposal, Inc.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Black Bear Disposal, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Black Creek Renewable Energy, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Douglasville Transfer, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Duplin County Disposal, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    


 

S52









 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
ETC of Georgia, LLC
    	
 
    	
GA
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Haw River LandCo, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
L&L Disposal, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
SC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lakeway LandCo, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
TN
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lakeway Sanitation & Recycling C&D, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
TN
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lakeway Sanitation & Recycling MSW, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601,
    	
 
    	
TN
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    


 

S53











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Raleigh,   NC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Laurens County Landfill, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
SC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Ponderosa Landco, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Red Rock Disposal, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Reliable Trash Service, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
S&S Enterprises of Mississippi, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Safeguard Landfill Management, LLC
    	
 
    	
GA
    	
 
    	
3301 Benson Drive, Suite
    	
 
    	
Chief Executive Office:
    	
 
    	
GA
    	
 
    	
Uncertificated membership 
    	
 
    	
Waste Industries USA, LLC
    


 

S54











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
601,   Raleigh, NC
    	
 
    	
3301   Benson Drive, Suite 601, Raleigh, NC3301 Benson Drive, Suite 601,   Raleigh, NC
    	
 
    	
 
    	
 
    	
interest
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sampson County Disposal, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Southeastern Disposal, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
SC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TransWaste Services, LLC
    	
 
    	
GA
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries Renewable Energy, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wake County Disposal, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,
    	
 
    	
Chief Executive Office:

3301 Benson
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    


 

S55











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
NC
    	
 
    	
Drive,   Suite 601, Raleigh, NC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wake Reclamation, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries Atlanta, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries of Delaware, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
DE
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries of Maryland, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
MD
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries of Mississippi, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries of Pennsylvania, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 
    	
 
    	
Chief Executive Office:
    	
 
    	
PA
    	
 
    	
Uncertificated membership 
    	
 
    	
Waste Industries USA, LLC
    


 

S56











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
601,   Raleigh, NC
    	
 
    	
3301   Benson Drive, Suite 601, Raleigh, NC
    	
 
    	
 
    	
 
    	
interest
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries of Tennessee, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
TN
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries Property Co., LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries South Atlanta, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Industries, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Waste Services of Decatur, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
TN
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    


 

S57











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
WI Burnt Poplar Transfer, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WI High Point Landfill, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WI Shiloh Landfill, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
SC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WI Taylor County Disposal, LLC
    	
 
    	
DE
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
GA
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wilmington LandCo, LLC
    	
 
    	
NC
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wimberly Hill, LLC
    	
 
    	
GA
    	
 
    	
3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601, Raleigh,   NC
    	
 
    	
NC
    	
 
    	
Uncertificated membership interest
    	
 
    	
Waste Industries USA, LLC
    


 

S58











 

	
Entity
    	
 
    	
Jurisdiction
   of
   Organization
    	
 
    	
Location of
   Corporate
   Records
    	
 
    	
Location of
   Registered and
   Chief Executive
   Office
    	
 
    	
Jurisdictions where
   business is
   conducted/tangible
   assets are located
    	
 
    	
Outstanding
   Shares
    	
 
    	
Registered
   Holder(s)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Raleigh,   NC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bestway Recycling, Inc.
    	
 
    	
CO
    	
 
    	
1404 Brickline Court, Albany, GA
    	
 
    	
Chief Executive Office:

3301 Benson Drive, Suite 601,
    	
 
    	
NC
    	
 
    	
2,000 Uncertificated Shares
    	
 
    	
Alpine Disposal Inc.
    


 

S59











 



 

S60











 



 

S61









 

SCHEDULE 2.1.24 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.24
 MATERIAL CONTRACTS

 

As of the Closing Date:

 

(a)         Contract dated November 2, 2011 between GFL Environmental East Corporation (now GFL Environmental Inc.) and the City of Toronto for the D2 service area for a term of seven (7) years commencing August 7, 2012. The City has a right to extend the contract term, at its option for up to two (2) one (1) year periods.

 

(b)         Contract dated April 20, 2012 between GFL Environmental East Corporation (now GFL Environmental Inc.) and the City of Hamilton for a term of seven (7) years commencing April 1, 2013 for all services other than Bin Service for recyclable fibres collection which commenced on July 1, 2013 and originally expired on March 29, 2020. The City has executed its right to extend the contract for one (1), one (1) year period, expiring March 29, 2021.

 

S62











 

SCHEDULE 2.1.25 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.25
 EXISTING INDEBTEDNESS

 

1)                         Indebtedness of GFL Maritimes Inc. related to the mortgage dated as of July 1, 2014 in favour of the Municipality of the District of West Hants (“West Hants”) with respect to the property municipally known as 1569 Walton Woods Road, West Hants, Nova Scotia, granted in connection with a guarantee provided by it to secure obligations of GFL Environmental Inc. in favour of West Hants under a master agreement and consent agreement entered into as of February 4, 2004, as such agreements may be amended, supplemented, restated, replaced or modified from time to time.

 

2)                         Indebtedness related to an unsecured non-interest bearing promissory note dated July 4, 2016 in the principal amount of $200,000 issued to Maylon Excavation Ltd. by 2481638 Ontario Inc. and guaranteed by GFL Environmental Inc. payable in four equal annual instalments in connection with 2481638’s acquisition of the Queensway Pit.

 

3)                         Indebtedness related to an unsecured promissory note dated February 1, 2016 in the principal amount of $25,000,000 bearing interest at 3% issued to TFI Holdings Inc. by GFL Environmental Inc. due February 1, 2020 in connection with GFL’s acquisition of the Matrec group of companies.

 

4)                         Indebtedness related to the mortgage referred to in Section 3 of Schedule 2.1.9 in favour of Clarington Industrial Services Inc.

 

5)                         Indebtedness related to the mortgage referred to in Section 4 of Schedule 2.1.9 in favour of Canadian Western Bank.

 

S63











 

SCHEDULE 2.1.26 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.26
  BANK ACCOUNTS OTHER THAN WITH BANK OF MONTREAL OR AFFILIATE

 

	
Depository Bank
    	
 
    	
Bank Address
    	
 
    	
Type of Account
    	
 
    	
Acct. No.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

S64











 

	
Depository Bank
    	
 
    	
Bank Address
    	
 
    	
Type of Account
    	
 
    	
Acct. No.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

S65











 

	
Depository Bank
    	
 
    	
Bank Address
    	
 
    	
Type of Account
    	
 
    	
Acct. No.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

S66











 

	
Depository Bank
    	
 
    	
Bank Address
    	
 
    	
Type of Account
    	
 
    	
Acct. No.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

S67











 

SCHEDULE 2.1.27 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.27
 FISCAL YEAR END

 

None.

 

S68











 

SCHEDULE 2.1.28 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 2.1.28
 LABOUR MATTERS

 

None

 

S69











 

SCHEDULE 3.2 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 3.2
 NOTICE OF BORROWING
 FACILITY A CREDIT

 

	
TO:
    	
BANK OF MONTREAL, as Administrative Agent
    
	
 
    	
Administrative Agent Bank Services
    
	
 
    	
250 Yonge Street, 11th Floor
    
	
 
    	
Toronto, Ontario  M5B 2L7
    
	
 
    	
Attention:
    	
Manager, Administrative Agent Bank Services
    
	
 
    	
Telecopier:
    	
416-598-6218
    


 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned Canadian Borrower hereby requests a Borrowing under the Facility A Credit under the Credit Agreement, in the aggregate amount of C$                          and/or of US$                                 to be made on                          ,       , consisting of:

 

(a)                     C$                        by way of Canadian 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 Advances; and

 

(d)                     US$                         by way of LIBO Rate Advances and we hereby select an initial Interest Period of                in respect of each LIBO Rate Loan Portion;

 

2.                                      confirm that the Lenders are to make the Borrowing available in accordance with Article 3 (except Section 3.9) of the Credit Agreement.

 

3.                                      confirm that the Group, immediately after giving effect to the Facility A Advance referred to herein, will be in compliance with any applicable trust indenture governing High Yield Notes and the Term Loan Agreement.

 

S70











 

4.                                      confirm that either (a) after giving effect to the Facility A Advance, the aggregate amount of the Facility A Loan (including the Swingline Loan) and the Facility C Loan will be not more than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment, or (b) as at the end of its most recently completed fiscal quarter, the Canadian Borrower was in compliance with the financial covenant in Section 13.2.1 of the Credit Agreement.

 

5.                                      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,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GFL   ENVIRONMENTAL INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
    Authorized   Signing Officer
    




 

S71











 

SCHEDULE 3.8 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 3.8
 NOTICE OF CONVERSION
 FACILITY A CREDIT

 

	
TO:
    	
BANK OF MONTREAL, as Administrative Agent
    
	
 
    	
Administrative Agent Bank Services
    
	
 
    	
250 Yonge Street, 11th Floor
    
	
 
    	
Toronto, Ontario  M5B 2L7
    
	
 
    	
Attention:
    	
Manager, Administrative Agent Bank Services
    
	
 
    	
Telecopier:
    	
416-598-6218
    


 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned Canadian Borrower hereby requests a Conversion Advance under the Facility A Credit under the Credit Agreement to be made on                      ,       , the aggregate Conversion Advances to be as follows:

 


	
Converted Advance
    	
 
    	
Conversion Advance
    
	
 
    	
 
    	
 
    
	
(state details of part of   Loan to be converted)
    	
 
    	
(a)         Canadian Rate Advances in   CDollars;
    
	
 
    	
 
    	
 
    
	
USDollars/CDollars
    	
 
    	
(b)         Bankers’ Acceptances in CDollars   and we hereby select the Bankers’ Acceptances or BA Equivalent Advances shall   mature on                    ,

 

(c)          US Base Rate Advances in   USDollars;

 

(d)         LIBO Rate Advances in USDollars   and we hereby select an initial Interest Period of           months in respect of each LIBO   Rate Loan Portion;
    
	
Outstanding as:
    	
 
    
	
(insert Canadian Rate   Advances, US Base Rate Advances, LIBO Rate Advances, Bankers’ Acceptances or   BA Equivalent Advances)
    	
 
    




 

2.                                      confirm that the Lenders are to make the Conversion Advance in accordance with the Credit Agreement.

 

S72











 

We hereby 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,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GFL   ENVIRONMENTAL INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Authorized Signing Officer
    




 

S73









 

SCHEDULE 3.10.2 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 3.10.2
 ACCORDION NOTICE
 FACILITY A CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 250 Yonge Street, 11th Floor
 Toronto, Ontario  M5B 2L7
 Attention:                 Manager, Administrative Agent Bank Services
 Telecopier:            416-598-6218

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby request that the existing amount of the Facility A Credit be increased by an aggregate amount of C$· (the “Facility A Credit Increase”).

 

1.                                      The Canadian Borrower wishes the Facility A Credit Increase be provided by:

 

(a)                                                    [insert name of other Schedule I or II Bank] as to the amount of $                   ; or

 

(b)                                 the Lenders in accordance with their Facility A Participation as to the amount of $                   .

 

2.                                      This Accordion Notice is delivered pursuant to Section 3.10 of the Credit Agreement.

 

3.                                      The Canadian Borrower confirms 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.

 

S74











 

Dated:                             ,         .

 

 

	
 
    	
Yours truly,
    
	
 
    	
 
    
	
 
    	
GFL   ENVIRONMENTAL INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing   Officer
    


 

S75











 

SCHEDULE 5.2 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 5.2
 NOTICE OF BORROWING
 FACILITY C CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603

Attention:                 Agency US Servicing

Telecopier:            312-461-3458

Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned US Borrower hereby requests a Borrowing under the Facility C Credit under the Credit Agreement, in the aggregate amount of US$                           to be made on                          ,     , consisting of:

 

(a)                                 US$                        by way of US Prime Rate Advances; and

 

(b)                                 US$                         by way of LIBO Rate Advances and we hereby select an initial Interest Period of                in respect of each LIBO Rate Loan Portion;

 

2.                                      confirm that the Lenders are to make the Borrowing available in accordance with Article 5 of the Credit Agreement;

 

3.                                      confirm that the Group, immediately after giving effect to the Facility C Advance referred to herein, will be in compliance with any applicable trust indenture governing High Yield Notes and the Term Loan Agreement;

 

4.                                      confirm that either (a) after giving effect to the Facility C Advance, the aggregate amount of the Facility A Loan (including the Swingline Loan) and the Facility C Loan will be not more than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment, or (b) as at the end of its most recently

 

S76











 

completed fiscal quarter, the Canadian Borrower was in compliance with the financial covenant in Section 13.2.1 of the Credit Agreement; and

 

5.                                      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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S77











 

SCHEDULE 5.6 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 5.6
 NOTICE OF CONVERSION
 FACILITY C CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned US Borrower hereby requests a Conversion Advance under the Facility C Credit under the Credit Agreement to be made on                      ,       , the aggregate Conversion Advances to be as follows:

 

	
Converted Advance

 

(state details of part of Loan to be converted)

 

USDollars:

Outstanding as:

(insert US Base Rate   Advances and LIBO Rate Advances)
    	
 
    	
Conversion Advance

 

(a)         US Base Rate Advances in   USDollars; or

 

(b)         LIBO Rate Advances in USDollars   and we hereby select an initial Interest Period of           months in respect of each LIBO   Rate Loan Portion
    


 

2.                                      confirm that the Lenders are to make the Conversion Advance in accordance with the Credit Agreement.

 

We hereby 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.

 

S78











 

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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S79











 

SCHEDULE 6.2 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 6.2
 NOTICE OF BORROWING
 FACILITY D CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned US Borrower hereby requests a Borrowing under the Facility D Credit under the Credit Agreement, in the aggregate amount of US$                           to be made on                          ,     , consisting of:

 

(a)                                 US$                        by way of US Prime Rate Advances; and

 

(b)                                 US$                         by way of LIBO Rate Advances and we hereby select an initial Interest Period of                in respect of each LIBO Rate Loan Portion;

 

2.                                      confirm that the Lenders are to make the Borrowing available in accordance with Article 5 of the Credit Agreement;

 

3.                                      confirm that the Group, immediately after giving effect to the Facility D Advance referred to herein, will be in compliance with any applicable trust indenture governing High Yield Notes and the Term Loan Agreement;

 

4.                                      confirm that either (a) after giving effect to the Facility D Advance, the aggregate amount of the Facility A Loan (including the Swingline Loan) and the Facility D Loan will be not more than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment, or (b) as at the end of its most recently

 

S80











 

completed fiscal quarter, the Canadian Borrower was in compliance with the financial covenant in Section 13.2.1 of the Credit Agreement; and

 

5.                                      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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S81











 

SCHEDULE 6.6 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 6.6
 NOTICE OF CONVERSION
 FACILITY D CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby:

 

1.                                      give you notice, irrevocably, that the undersigned US Borrower hereby requests a Conversion Advance under the Facility D Credit under the Credit Agreement to be made on                      ,       , the aggregate Conversion Advances to be as follows:

 

	
Converted Advance

 

(state details of part of Loan to be converted)

 

USDollars:

Outstanding as:

(insert US Base Rate   Advances and LIBO Rate Advances)
    	
 
    	
Conversion Advance

 

(c)          US Base Rate Advances in   USDollars; or

 

(d)         LIBO Rate Advances in USDollars   and we hereby select an initial Interest Period of           months in respect of each LIBO Rate Loan Portion
    


 

2.                                      confirm that the Lenders are to make the Conversion Advance in accordance with the Credit Agreement.

 

We hereby 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.

 

S82











 

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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S83











 

SCHEDULE 7.2 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.2
 NOTICE OF OPTIONAL REPAYMENT
 FACILITY A CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 250 Yonge Street, 11th Floor
 Toronto, Ontario  M5B 2L7
 Attention:                 Manager, Administrative Agent Bank Services
 Telecopier:            416-598-6218

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby give you notice, irrevocably, that the undersigned Canadian Borrower shall make an optional repayment under the Facility A Credit pursuant to the Credit Agreement on                   ,        , in the aggregate amount of C$                and/or of 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S84











 

SCHEDULE 7.5 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.5
 NOTICE OF OPTIONAL REPAYMENT
 FACILITY C CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby give you notice, irrevocably, that the undersigned US Borrower shall make an optional repayment under the Facility C Credit pursuant to the Credit Agreement on                            ,           , in the aggregate amount of 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S85











 

SCHEDULE 7.7 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.7
 NOTICE OF OPTIONAL REPAYMENT
 FACILITY D CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby give you notice, irrevocably, that the undersigned US Borrower shall make an optional repayment under the Facility D Credit pursuant to the Credit Agreement on                            ,           , in the aggregate amount of 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S86











 

SCHEDULE 7.13(A) TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.13(A)
 NOTICE OF ROLLOVER
 FACILITY A CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 250 Yonge Street, 11th Floor
 Toronto, Ontario  M5B 2L7
 Attention:                 Manager, Administrative Agent Bank Services
 Telecopier:            416-598-6218

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby irrevocably request a rollover of outstanding credit under the Facility A Credit on                   ,        , as follows:

 

	
Bankers’ Acceptances (or BA   Rate Loans)
    	
 
    	
 
    	
 
    	
LIBO   Rate Loans
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Maturity date of maturing Bankers’   Acceptances or BA Rate Loans
    	
 
    	
 
    	
 
    	
Maturity date of maturing LIBO Rate Loan
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Aggregate face amount of maturing Bankers’   Acceptances or aggregate principal amount of maturing BA Rate Loans
    	
 
    	
$
    	
 
    	
Aggregate principal amount of maturing LIBO   Rate Loan
    	
 
    	
 

U.S.$
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Portion thereof to be replaced
    	
 
    	
$
    	
 
    	
Portion thereof to be replaced
    	
 
    	
U.S.$
    


 

S87











 

	
Term of new Bankers’ Acceptances (or BA Rate   Loans)
    	
 
    	
 
    	
 
    	
Interest Period of new LIBO Rate Loan
    	
 
    	
 
    


 

The undersigned hereby confirms that no Default or Event of Default has occurred and is continuing as at the date hereof or would arise immediately after giving effect to or as a result of such rollover, and 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S88









 

SCHEDULE 7.13(C) TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.13(C)
 NOTICE OF ROLLOVER
 FACILITY C CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby irrevocably request a rollover of outstanding credit under the Facility C Credit on                   ,        , as follows:

 

	
LIBO Rate Loans
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Maturity date of maturing LIBO Rate Loan
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Aggregate principal amount of maturing LIBO Rate   Loan
    	
 
    	
U.S.$
    
	
 
    	
 
    	
 
    
	
Portion thereof to be replaced
    	
 
    	
U.S.$
    
	
 
    	
 
    	
 
    
	
Interest Period of new LIBO Rate Loan
    	
 
    	
 
    


 

The undersigned hereby confirms that no Default or Event of Default has occurred and is continuing as at the date hereof or would arise immediately after giving effect to or as a result of

 

S89











 

such rollover, and 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S90











 

SCHEDULE 7.13(D) TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 7.13(D)
 NOTICE OF ROLLOVER
 FACILITY D CREDIT

 

TO:                           BANK OF MONTREAL, as Administrative Agent

Administrative Agent Bank Services
 111 W Monroe, 17W
 Chicago, IL 60603
 Attention:                 Agency US Servicing
 Telecopier:            312-461-3458
 Email:                                    GFS.AgencyUS@bmo.com

 

We refer to the Fifth Amended And Restated Credit Agreement dated as of February 26, 2019, as amended, (the “Credit Agreement”) among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, Bank of Montreal, as Administrative Agent, and the financial institutions named on the signature pages thereof, as Lenders and hereby irrevocably request a rollover of outstanding credit under the Facility D Credit on                   ,        , as follows:

 

	
LIBO Rate Loans
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Maturity date of maturing LIBO Rate Loan
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Aggregate principal amount of maturing LIBO Rate   Loan
    	
 
    	
U.S.$
    
	
 
    	
 
    	
 
    
	
Portion thereof to be replaced
    	
 
    	
U.S.$
    
	
 
    	
 
    	
 
    
	
Interest Period of new LIBO Rate Loan
    	
 
    	
 
    


 

The undersigned hereby confirms that no Default or Event of Default has occurred and is continuing as at the date hereof or would arise immediately after giving effect to or as a result of

 

S91











 

such rollover, and 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,
    
	
 
    	
 
    
	
 
    	
GFL ENVIRONMENTAL USA INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Authorized Signing Officer
    


 

S92











 

SCHEDULE 11.1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 11.1
 AGENT’S ACCOUNTS

 

PAYMENT/WIRE TRANSFER INSTRUCTIONS FOR CANADIAN BORROWER:

 

S93











 

PAYMENT/WIRE TRANSFER INSTRUCTIONS FOR US BORROWER:

 

S94











 

SCHEDULE 13.1.2.4 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 13.1.2.4
 FORM OF CERTIFICATE OF COMPLIANCE

 

Bank of Montreal, as Administrative Agent

100 King Street West, 4th Floor

Toronto, Ontario  M5X 1A1

 

Attention:                                         Deal Specialist, Administrative Agent Bank Services

 

I, the undersigned being the duly appointed [chief financial officer or other Responsible Officer] of GFL Environmental Inc. (the “Canadian Borrower”), do hereby certify to the Lenders, solely in such capacity and without personal liability, that:

 

1.                                      This certificate is delivered pursuant to a FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AS AMENDED, between the Canadian Borrower, as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, the Lenders party thereto, as lenders and Bank of Montreal, as agent (such credit agreement as heretofore 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) which are defined in the Credit Agreement, shall have the meaning 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 covenant and ratios set forth in Section 13.2 of the Credit Agreement and representations, warranties and other covenants set forth in the Credit Agreement), and I have made all appropriate investigations of the records of the Canadian Borrower, the US Borrower, and the Guarantors and have asked all questions to the other executives and officers of the Canadian Borrower, the US Borrower and the Guarantors as I have deemed necessary or useful to allow me to give this certificate knowledgeably;

 

3.                                      Based on the foregoing, I hereby certify, for and on behalf of the Group, that the following (on a consolidated basis) are true and correct and have been made in accordance with the Credit Agreement;

 

4.                                      The period to which the following calculations and details relate commenced on                             and ended on                             (the “Reference Period”):

 

S95











 

a.                                      Total Net Funded Debt to Adjusted EBITDA (Section 13.2.1.1 of the Credit Agreement)

 

At any time that the aggregate amount of the Facility A Loan (including the Swingline Loan), the Facility C Loan and the Facility D Loan is greater than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment, the ratio of Total Net Funded Debt to Adjusted EBITDA must be equal to or less than 8.0:1, determined quarterly on the last day of each fiscal quarter of the Canadian Borrower on the basis of the last four completed fiscal quarters of the Canadian Borrower on such date.

 

I hereby certify, for and on behalf of the Group, not in my personal capacity and without personal liability, to the Lenders and the Administrative Agent that the Group is in compliance with Section 13.2.1.1 of the Credit Agreement being the Total Net Funded Debt to Adjusted EBITDA ratio and:

 

[The aggregate amount of the Facility A Loan (including the Swingline Loan), the Facility C Loan and the Facility D Loan was not at any time during the Reference Period greater than 35% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment.]

 

Or

 

[On the last day of the Reference Period, the said ratio was ·:1.00, as more fully set out on Schedule I hereto.]

 

The aggregate amount of the Facility A Loan (including the Swingline Loan), the Facility C Loan and the Facility D Loan outstanding on the last day of the Reference Period was $· being  ·% of the aggregate of the Facility A Commitment (including the Swingline Limit), the Facility C Commitment and the Facility D Commitment.

 

5.                                      To the best of my knowledge, I certify, for and on behalf of the Group, not in my personal capacity and without personal liability, after reasonable enquiry, that each member of the Group is in compliance with its covenants in Article 13 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.

 

6.                                      I hereby certify, for and on behalf of the Group, not in my personal capacity and without personal liability, that I have no knowledge of any Default or Event of Default that occurred and is continuing under the Credit Agreement.

 

7.                                      [The consolidated financial statements of the Canadian Borrower for the financial quarter most recently ended are delivered to the Administrative Agent together with this Certificate in accordance with the Credit Agreement.  Such non-audited

 

S96











 

consolidated financial statements of the Canadian Borrower and the related statements of income and retained earnings and of cash flows of the Canadian Borrower, present fairly and in all material respects the financial condition of the Canadian Borrower as at the date of such financial statements and the results of the operations of the Canadian Borrower for the period covered by such financial statements, all in accordance with Applicable Accounting Principles consistently applied (subject to normal year end adjustments and lack of footnote disclosure in the case of interim financial statements)]

 

or

 

[The audited consolidated financial statements of the Canadian Borrower for the fiscal year most recently ended are delivered to the Administrative Agent together with this Certificate in accordance with the Credit Agreement.  Such audited consolidated financial statements of the Canadian Borrower and the related statements of income and retained earnings and of cash flows of the Canadian Borrower, present fairly and in all material respects the financial condition of the Canadian Borrower as at the date of such financial statements and the results of the operations of the Canadian Borrower for the period covered by such financial statements, all in accordance with Applicable Accounting Principles consistently applied.]

 

8.                                      I hereby certify, for and on behalf of the Canadian Borrower, not in my personal capacity and without personal liability, that the information and disclosures provided in all of the schedules, as previously updated or corrected, are true and complete in all respects [or will be true and complete in all respects once updated in accordance with a schedule hereto].

 

9.                                      I hereby certify, for and on behalf of the Canadian Borrower, not in my personal capacity and without personal liability, that no Indebtedness of any member of the Group exists other than Indebtedness permitted under Section 13.3.1.

 

10.                               Attached hereto as Schedule II is a calculation of Adjusted EBITDA for the rolling four-quarter period ending on the fiscal quarter for which this certificate is being delivered;

 

11.                               Attached hereto as Schedule III is a calculation of Excess Cash Flow for the fiscal year most recently ended;

 

12.                               Attached hereto as Schedule IV are (a) an internally prepared management summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and (b) a management’s discussion and analysis;] OR [No management summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements or (b) a management’s discussion and analysis has been delivered under the Term Loan Agreement;

 

S97











 

13.                               [Attached hereto as Schedule V is a list of each Subsidiary of the Canadian Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of this certificate] OR [I hereby certify, for and on behalf of the Canadian Borrower, not in my personal capacity and without personal liability, that that there is no change in the list of Subsidiaries which are Restricted Subsidiaries or Unrestricted Subsidiaries since the later of the Closing Date and the date of the last such list or other disclosure of such information to the Administrative Agent]

 

Dated at Toronto, Ontario, this       day of                                     ,      .

 

	
 
    	
GFL ENVIRONMENTAL INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

S98











 

SCHEDULE I 
 to SCHEDULE 13.1.2.4

 

DETAILED CALCULATION OF RATIO

 

S99









 

SCHEDULE II 
 to SCHEDULE 13.1.2.4

 

DETAILED CALCULATION OF ADJUSTED EBITDA

 

S100











 

SCHEDULE III 
 to SCHEDULE 13.1.2.4

 

EXCESS CASH FLOW CALCULATION

 

S101











 

SCHEDULE IV 
 to SCHEDULE 13.1.2.4

 

MANAGEMENT SUMMARY OF PRO FORMA ADJUSTMENTS

 

S102











 

SCHEDULE V 
 to SCHEDULE 13.1.2.4

 

LIST OF SUBSIDIARIES

 

S103











 

SCHEDULE 14.1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 14.1
 SECURITY DOCUMENTS

 

·                                          a security agreement executed according to the laws of the jurisdiction as the Administrative Agent may elect, in favour of the Administrative Agent and charging all of such Obligor’s present and future personal property, other than Excluded Assets;

 

·                                          Guarantees of each of the Obligors;

 

·                                          a mortgage or debenture in favour of the Administrative Agent and charging all of such Obligor’s present and future Material Real Property in accordance with Section 14.3 of the Credit Agreement;

 

·                                          an assignment, postponement and subordination of shareholder loans, if any;

 

·                                          an assignment of insurance proceeds;

 

·                                          pledge of all the Equity Interests of a Person held by such Obligor, other than any preferred stock issued by GFL Holdco (US), LLC;

 

·                                          environmental indemnity agreement;

 

·                                          Canadian intellectual property security agreement; and

 

·                                          U.S. trademark security agreement.

 

S104











 

SCHEDULE 22.1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 22.1
 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 and restated, 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 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:                                          [GFL ENVIRONMENTAL INC. / GFL ENVIRONMENTAL USA INC.]

 

S105











 

4.                                      Administrative Agent: BANK OF MONTREAL, as the administrative agent under the Credit Agreement

 

5.                                      Credit Agreement:       FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019 among GFL Environmental Inc., as Canadian Borrower, GFL Environmental USA Inc., as US Borrower, the Lenders parties thereto, Bank of Montreal, as Administrative Agent, and the other agents parties thereto.

 

6.                                      Assigned Interest:

 

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


 

[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:
    


 

S106











 

	
[Consented to and] Accepted:
    	
 
    
	
BANK OF MONTREAL, as Administrative Agent
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
[Consented to:]
    	
 
    
	
GFL ENVIRONMENTAL INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    


 

S107











 

ANNEX 1 to Assignment and Assumption

 

[                      ]

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

 

1.                                      Representations and Warranties

 

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 Canadian 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 Canadian Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

 

Assignee.      The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 13.1.2 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.

 

S108











 

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.

 

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.

 

S109











 

SCHEDULE 23.19.3 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2019, AMONG GFL ENVIRONMENTAL INC., AS CANADIAN BORROWER, GFL ENVIRONMENTAL USA INC., AS US BORROWER, CERTAIN AFFILIATES OF THE CANADIAN BORROWER, AS GUARANTORS, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, THE BANK OF NOVA SCOTIA AND NATIONAL BANK OF CANADA, AS CO-SYNDICATION AGENTS, BMO CAPITAL MARKETS, AS LEAD ARRANGER AND SOLE BOOKRUNNER AND THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES THEREOF, AS LENDERS

 

SCHEDULE 23.19.3
 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
    Issuer Name
    Location
    SIC (Cdn)
   Identification Number(s)
    Revenue
    
    
    Measurement of Risk*
    S&P Sr. Debt
    S&P Issuer
    Moody’s Sr. Debt
    Moody’s Issuer
    Fitch Sr. Debt
    Fitch Issuer
   S&P Implied
   (internal assessment)
    DBRS
   Other Ratings
   *Industry Classification
   Moody’s Industry
   S&P Industry
   the Parent
    
   Financial Ratios
    	
 
    	
Deal Specific
    Currency/Amount
    Date
    Purpose
    Sponsor
    Financial Covenants
    
   Target Company
    Assignment Language
   Applicable Law Firms
   MAC Clause
   Springing lien
   Cash Dominion
   Mandatory Prepays
   Restrc’d Payments (Neg Covs)
   Other Restrictions
    	
 
    	
Facility Specific
    Currency/Amount
    Type
    Purpose
    Tenor
   Term Out Option
    Expiration Date
    Facility Signing Date
    Pricing
    Base Rate(s)/Spread(s)/BA/LIBO Rate
    Initial Pricing Level
    Pricing Grid (tied to, levels)
    Grid Effective Date
    Fees
    Participation Fee (tiered also)
    
    Commitment Fee
    
    Annual Fee
    Utilization Fee
    LC Fee(s)
    BA Fee
   Prepayment Fee
    
   Other Fees to Market
    
   Security
    Secured/Unsecured
   Collateral and Seniority of Claim
    




 

S110











 


	
 
    	
 
    	
 
    	
 
    	
Collateral Value
    Guarantors
    Lenders Names/Titles
    Lender Commitment(s)
   Committed/Uncommitted
   Distribution method
    Amortization Schedule
   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

 

S111