CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THE AMENDMENT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THE

AMENDMENT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD

BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of April 22, 2021 (this “Amendment”), is made among CRH MEDICAL CORPORATION, a corporation incorporated under the laws of British Columbia (“CRH Canada”), CRH MEDICAL CORPORATION, a Delaware corporation (“CRH Delaware”), the entities identified on the signature pages hereto as guarantors (the “Guarantors”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH and any additional lenders party hereto from time to time, as lenders (each a “Lender”, and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII of the Credit Agreement (as defined herein), the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, the parties hereto are party to that certain Credit Agreement, dated as of October 22, 2019 (as amended by that First Amendment to Credit Agreement dated as of April 28, 2020, that Second Amendment to Credit Agreement dated as of August 13, 2020, that Third Amendment to Credit Agreement, Consent and Limited Waiver dated as of September 15, 2020, and that Fourth Amendment to Credit Agreement dated as of January 28, 2021, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Loan Parties have requested that the Administrative Agent and the Lenders consent to the acquisition, directly or indirectly, of all of the issued and outstanding Equity Interests of CRH Canada by Well Health Technologies Corp., a corporation incorporated under the laws of British Columbia (“Well Health”) and the transfer of the direct ownership of CRH Delaware to a subsidiary of Well Health, and to each of the other actions taken by CRH Canada and CRH Delaware in connection with such acquisition as more fully described herein;

WHEREAS, the Loan Parties have further requested that the Administrative Agent and the Lenders consent to the amalgamation of CRH Canada with certain subsidiaries of Well Health, with the resulting amalgamated corporation automatically without further action acquiring all assets, rights and contracts of CRH Canada and each other amalgamating corporation and automatically being liable for their debts, liabilities and other obligations, including, without limitation, the Secured Obligations under the Credit Agreement and the other Loan Documents;

WHEREAS, the Loan Parties have further requested that the Administrative Agent and the Lenders agree to the designation of CRH Delaware as a Borrower under the Credit Agreement such that CRH Canada and CRH Delaware will be jointly and severally liable to the Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations as Borrowers under the Credit Agreement;

WHEREAS, the Loan Parties have further requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement to extend the Revolving Credit Maturity Date, increase the Revolving Commitments and as further provided herein;

WHEREAS, subject to the terms and conditions set forth herein, each of the New Lenders (as defined herein) has agreed to become a “Revolving Lender” and “Lender” under the Credit Agreement and to provide Revolving Commitments;

WHEREAS, the lender identified on the signature pages hereto as a “Departing Lender” (the “Departing Lender”) has agreed to assign its Revolving Commitments and Revolving Loans under the Credit Agreement pursuant to the terms hereof; and

WHEREAS, subject to the terms and conditions set forth herein, the Administrative Agent and each of the Lenders party hereto have agreed to grant such requests of the Borrower;

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

SECTION  1.     DEFINITIONS AND INTERPRETATION.

SECTION  1.01.     Capitalized terms used but not defined herein shall have the respective meanings set forth in Section 1.01 of the Credit Agreement.

SECTION  1.02.     The rules of interpretation set forth in Section 1.03 of the Credit Agreement shall apply mutatis mutandis to this Amendment as if expressly set forth herein.

SECTION  2.     CONSENT.

(a)     The Loan Parties have informed the Administrative Agent and the Lenders that CRH Medical Corporation, a corporation incorporated under the laws of British Columbia (“Initial CRH”) has entered into the Arrangement Agreement dated as February 6, 2021 among Well Health, Well Health Acquisition Corp., 1286392 B.C. Ltd. and Initial CRH (as amended by the Amending Agreement dated as of March 1, 2021, and as may be further amended from time to time, the “Well Health Acquisition Agreement,” and together with each of the other material documents, instruments and agreements executed and delivered in connection with the implementation of such agreement (including, without limitation the “Funds Flow and Closing Mechanics Memorandum” and the “Project Dragon Acquisition Planning for US and Canadian Tax Purposes”, in each case delivered to the Administrative Agent prior to the Amendment Effective Date), the “Well Health Acquisition Documents”), whereby on April 22, 2021, Well Health, acting through its indirect subsidiary CRH Acquisition Company Inc., will acquire all of the issued and outstanding Equity Interests of Initial CRH pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) for an aggregate purchase price of approximately $293,000,000 (collectively, the “Arrangement Acquisition”).

(b)     The Loan Parties have further informed the Administrative Agent and the Lenders that immediately following the Arrangement Acquisition,

(i)     Initial CRH will amalgamate under the laws of British Columbia with CRH Acquisition Company Inc. and the resulting amalgamated corporation will then immediately amalgamate with Well Health Acquisition Corp. under the laws of British Columbia, with the resulting amalgamated corporation named “Well Health Acquisition Corp.” (to be renamed as “CRH Medical Corporation” promptly following the consummation of the Well Health Acquisition), and that by operation of British Columbia law such resulting amalgamated corporation (referenced in this Amendment as CRH Canada) will automatically without further action acquire all assets, rights and contracts of Initial CRH and each other amalgamating corporation and be automatically liable for their debts, liabilities and other obligations, including, without limitation, the Secured Obligations under the Credit Agreement and the other Loan Documents, and

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(ii)     ownership of CRH Delaware will be transferred by CRH Canada to WELL Acquisition Corp (US) Inc., a Delaware corporation (“Holdings”) such that CRH Delaware is a wholly-owned direct Subsidiary of Holdings (the steps undertaken under clauses (b)(i) and (b)(ii), and each of the actions undertaken in the implementation of such steps, collectively, the “Well Health Reorganization,” and together with the Arrangement Acquisition, the “Well Health Acquisition”).

(c)     The Loan Parties have further informed the Administrative Agent that the Well Health Acquisition constitutes a Change in Control as defined in Section 1.01 of the Credit Agreement, and that certain actions taken in implementation of the Well Heath Acquisition (including, without limitation, the Well Health Reorganization) are not permitted under Sections 6.01, 6.03, 6.04 or 6.05 of the Credit Agreement. Under each of Section 7.01(d) and Section 7.01(m) of the Credit Agreement, the Well Health Acquisition constitutes an immediate Event of Default under the Credit Agreement.

(d)     Notwithstanding Section 7.01(d) and Section 7.01(m) of the Credit Agreement, the Loan Parties have requested that the Administrative Agent and the Lenders consent to the Well Health Acquisition.

(e)    Subject to the terms and conditions hereof, upon the satisfaction (or waiver in the sole discretion of the Lenders) of the conditions set forth in Section 6 below and the conditions subsequent set forth in Section 7 below, and notwithstanding Section 7.01(d) and Section 7.01(m) of the Credit Agreement, the Administrative Agent and the Lenders hereby consent to the Well Health Acquisition on the terms set forth in the Well Health Acquisition Documents.

(f)    This consent is limited to the matters expressly set forth above and all terms and conditions of the Credit Agreement and the other Loan Documents shall stand and remain unchanged and in full force and effect, except as amended by this Amendment, and each Loan Party acknowledges and agrees that it shall comply with all such terms and conditions.

SECTION  3.     LIMITED WAIVER – REPORTING EVENT OF DEFAULT.

(a)     Section 7.02(d) of the Credit Agreement permits the Borrower to make Permitted Acquisitions in accordance with the definition thereof. The definition of “Permitted Acquisition” set forth in Section 1.01 of the Credit Agreement requires, among other conditions, that (x) under clause (d) of such definition, the Borrower provide the Administrative Agent with notice of any such Acquisition, (y) under clause (j) of such definition, for each such Acquisition involving total consideration in excess of $2,000,000, the Borrower certify to the Administrative Agent (and provide the Administrative Agent with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent) that, after giving effect to the completion of such Acquisition (including total consideration, debt, costs and expenses and the maximum amount of all earn-out obligations and other contingent obligations), the Borrower will be in compliance, on a pro forma basis, with the financial covenants contained in Section 6.12(a) and (b) of the Credit Agreement and (z) under clause (l) of such definition, the Borrower deliver to the Administrative Agent the final executed documentation relating to such Acquisition (collectively, the requirements set forth above under clauses (x), (y) and (z), the “Permitted Acquisition Conditions”).

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(b)    The Loan Parties have informed the Administrative Agent and the Lenders that on February 9, 2021 the Loan Parties consummated the Acquisition of Oak Tree Anesthesia Associates LLC, a New Jersey limited liability company (the “Oak Tree Acquisition”), a direct wholly-owned Subsidiary of CRH GAA, PLCC.

(c)    In making the Oak Tree Acquisition, the Loan Parties failed to comply with the Permitted Acquisition Conditions, which constituted an Event of Default under Section 7.01(d) of the Credit Agreement (collectively, the “Reporting Event of Default”).

(d)    Subject to the terms and conditions hereof, upon the satisfaction (or waiver in the sole discretion of the Lenders) of the conditions set forth in Section 6 below, the Lenders hereby waive the Reporting Event of Default solely with respect to the items and subject to the continued accuracy of the facts as set forth in paragraphs (a), (b) and (c) above. For the avoidance of doubt, the waiver set forth in this Section 3(d) is effective solely as a waiver of the Reporting Event of Default and does not constitute a waiver of any other Default or Event of Default.

SECTION  4.     LIMITED WAIVER – ADDITIONAL COLLATERAL EVENTS OF DEFAULT.

(a)    Section 5.13(a) of the Credit Agreement requires that each Loan Party cause each of its Domestic Subsidiaries (other than any JV Entity), in each case formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to become a Loan Party by executing a Joinder Agreement and delivering certain documentation and legal opinions, and for such Domestic Subsidiary to become a Loan Guarantor under the Credit Agreement to grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Domestic Subsidiary which constitutes Collateral. Section 5.13(b) of the Credit Agreement further requires that each Loan Party cause 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to be subject to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request (collectively, the requirements set forth above under this Section 4(a), the “Additional Collateral Requirements”) .

(b)    The Loan Parties have informed the Administrative Agent and the Lenders that on January 23, 2020, the Loan Parties formed CRH Solutions, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of CRH Delaware (the “CRH Solutions Formation”).

(c)    Following each of the Oak Tree Acquisition (as described in Section 3) and the CRH Solutions Formation, the Loan Parties failed to comply with the Additional Collateral Requirements, each of which constituted an immediate Event of Default under Section 7.01(e) of the Credit Agreement (collectively, the “Additional Collateral Events of Default”).

(d)    Subject to the terms and conditions hereof, upon the satisfaction (or waiver in the sole discretion of the Lenders) of the conditions set forth in Section 6 below, the Lenders hereby waive the Additional Collateral Events of Default solely with respect to the items and subject to the continued accuracy of the facts as set forth in paragraphs (a), (b) and (c) above. For the avoidance of doubt, the waiver set forth in this Section 4(d) is effective solely as a waiver of the Additional Collateral Events of Default and does not constitute a waiver of any other Default or Event of Default.

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SECTION  5.     AMENDMENTS.

(a)    Amendments to Credit Agreement. Subject to the satisfaction or waiver of the conditions precedent set forth in Section 6 below, the Credit Agreement shall be and hereby is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Credit Agreement attached as Annex B hereto.

(b)    Schedules to Credit Agreement. The Commitment Schedule and Schedules 1.01(A), 1.01(B), 3.12, 3.15(a), 3.15(b) and 3.25(l) to the Credit Agreement shall be replaced in their entirety with the Schedules attached as Annex C hereto.

(c)    Exhibits to Credit Agreement. Exhibits ▇, ▇-▇, ▇-▇, C and D to the Credit Agreement shall be replaced in their entirety with the Exhibits attached as Annex D hereto.

(d)     Amendments to US Security Agreement. Subject to the satisfaction or waiver of the conditions precedent set forth in Section 6 below, the General Security and Pledge Agreement dated as of October 22, 2019 among CRH Canada, CRH Delaware and the Non-Borrower Grantors (as defined and identified therein) (the “US Security Agreement”) shall be and hereby is amended to amend each reference therein to “Borrower” to include CRH Delaware, and is amended to reflect the New Guarantor Joinder set forth in Section 9.02 of this Amendment. Notwithstanding anything to the foregoing, each reference in the US Security Agreement and each Exhibit thereto to “Grantor” shall continue to include CRH Delaware.

(e)    Schedules to US Security Agreement. The Schedules to the US Security Agreement shall be replaced in their entirety with the Schedules attached as Annex E hereto.

(f)    Except as set forth in clauses (b), (c) and (e) above, all other Schedules and the Exhibits to the Credit Agreement and the US Security Agreement shall not be amended, modified, supplemented or otherwise affected.

SECTION   6.     CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT.

This Amendment shall be effective upon the Administrative Agent’s receipt of the following, and, in the case of documents, each of which shall be originals or electronic images in a portable document format (e.g. “.pdf” or “.tif”) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Amendment Effective Date and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders (such date, the “Amendment Effective Date”):

(a)     executed counterparts of this Amendment signed by CRH Canada, CRH Delaware, the Guarantors, the Administrative Agent and each of the Lenders;

(b)    an executed Revolving Note signed by CRH Canada and CRH Delaware in favor of each existing Lender reflecting its Revolving Commitment as of the Amendment Effective Date and an executed Revolving Note signed by CRH Canada and CRH Delaware in favor of each New Lender reflecting its Revolving Commitment as of the Amendment Effective Date;

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(c)    (i) a certificate of each of Well Health, CRH Canada, CRH Delaware, Holdings and Gastroenterology Anesthesia Associates, LLC executed by its Secretary, Assistant Secretary or duly authorized officer, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Amendment and the other Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Amendment and the other Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each of Well Health, CRH Canada, CRH Delaware, Holdings and Gastroenterology Anesthesia Associates, LLC from its jurisdiction of organization;

(d)    a certificate, signed by a Financial Officer of CRH Canada and CRH Delaware (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, (iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent and (iv) attaching a final organizational chart of Well Health and the Loan Parties after giving effect to the Well Health Acquisition (attached as Annex A hereto);

(e)    customary opinions of counsel for the Loan Parties (Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, K&L Gates LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP), in each case dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, and in form and substance reasonably acceptable to the Administrative Agent;

(f)    confirmation that the Borrower shall have paid the fees and expenses of the Administrative Agent’s counsel directly to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP;

(g)    payment in full of all fees set forth in that Fee and Reimbursement Letter dated as of March 30, 2021 by and among CRH Canada and JPMorgan Chase Bank, N.A. (including any fees payable to the Administrative Agent for its own account);

(h)    confirmation that the Arrangement Acquisition has been consummated in accordance with the Well Health Acquisition Documents, substantially concurrently with the effectiveness of this Amendment, and Agent shall have received fully executed copies of the Well Health Acquisition Documents, which shall be certified by a Responsible Officer of CRH Canada to be true, correct and complete and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent;

(i)    completed results of all legal due diligence by the Administrative Agent and its counsel (including, without limitation, with respect to the Well Health Acquisition), the results of which shall be satisfactory to Administrative Agent in its sole discretion;

(j)    executed counterparts of the Supplement Agreement for Additional Obligors (with respect to the Assignment of Material Contracts dated as of October 22, 2019) signed by Holdings, CRH Solutions, LLC and Oak Tree Anesthesia Associates, LLC, and the supplemental schedules to be attached thereto;

(k)    executed counterparts of the Supplemental Agreement for Additional Pledgors (with respect to the Acknowledgment of Issuers dated as of October 22, 2019) signed by Holdings, CRH Solutions, LLC and Oak Tree Anesthesia Associates, LLC;

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(l)    confirmation that the Well Health Reorganization will be consummated in accordance with the Well Health Acquisition Documents, substantially concurrently with the effectiveness of this Amendment, and that CRH Canada is a direct wholly-owned Subsidiary of Well Health and CRH Delaware is a direct wholly-owned Subsidiary of Holdings, and the Administrative Agent will receive a certified copy of the Certificate of Amalgamation from the British Columbia Registrar of Companies with respect to CRH Canada;

(m)    executed counterparts of the Well Health Limited Recourse Guarantee and Pledge signed by Well Health, CRH Canada, and the Administrative Agent, whereby Well Health will grant to the Administrative Agent a valid, perfected, and enforceable Lien on all right, title, and interest in the Equity Interests in CRH Canada;

(n)    executed counterparts of the Well Health Limited Recourse Guarantee and Pledge signed by Well Health, Holdings and the Administrative Agent, whereby Well Health will grant to the Administrative Agent a valid, perfected, and enforceable Lien on all right, title, and interest in the Equity Interests in Holdings;

(o)    executed counterparts of the Confirmation and Reaffirmation Agreement signed by CRH Canada;

(p)    a solvency certificate signed by a Financial Officer of the Loan Parties in form and substance consistent with that delivered on the Effective Date and otherwise satisfactory to the Administrative Agent;

(q)    such documents requested by the Administrative Agent in its sole discretion to be filed, registered or recorded reflecting the Administrative Agent’s perfected Lien on the Collateral of Holdings and, solely with respect to the Well Health Limited Recourse Guarantee and Pledge referenced in clause 6(n) above, Well Health;

(r)    written evidence of a confirmation of name reservation with the British Columbia Registrar of Companies with respect to renaming Well Health Acquisition Corp. to “CRH Medical Corporation”; and

(s)     such other assurances, certificates, documents, information, consents or opinions as the Administrative Agent or the Lenders reasonably may require.

SECTION  7.     CONDITIONS SUBSEQUENT.

SECTION 7.01    The Loan Parties agree that they will deliver, or will cause to be delivered, to the Administrative Agent, or otherwise take the actions required in respect of, the items described on Annex F attached hereto by the times specified on such Annex F with respect to such items. All conditions precedent, covenants and representations and warranties contained in this Amendment and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Annex F within the time periods required by this Section 7, rather than as elsewhere provided in the Loan Documents).

SECTION 7.02    Any failure of the Loan Parties to comply with this Section 7 shall immediately constitute an Event of Default under the Credit Agreement. Nothing in this Section 7 shall operate as a waiver of any right, power or remedy of the Administrative Agent and the Lenders under the Credit Agreement or any other document, instrument or agreement in connection therewith, nor constitute a waiver of any provision contained therein, and all other terms of the Credit Agreement and the other Loan Documents shall stand and remain unchanged and in full force and effect.

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SECTION  8.     BORROWER ASSUMPTION.

SECTION 8.01. Effective as of the Amendment Effective Date, CRH Delaware hereby acknowledges, agrees and confirms that, by its execution of this Amendment, CRH Delaware will be deemed a “Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower, in each case, thereunder, as if it had executed the Credit Agreement as a Borrower. In furtherance of the foregoing, CRH Delaware hereby agrees that it shall, jointly and severally with the other Borrower (in accordance with the terms and conditions of Section 9.22 of the Credit Agreement), be liable to the Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations (including, without limitation, all Revolving Loans and other Secured Obligations incurred prior to the Amendment Effective Date). Each reference to a “Borrower” or “Borrowers” in the Credit Agreement or any other Loan Document shall be deemed to include CRH Delaware, and CRH Delaware shall remain a “Loan Guarantor,” “Loan Party” and “Grantor” under the Credit Agreement and any other Loan Document. CRH Delaware and CRH Canada represent and warrant that the Loan Documents are and shall remain in full force and effect, enforceable against CRH Delaware and CRH Canada in accordance with their respective terms, and all obligations, covenants, conditions, agreements, warranties, representations and other terms and provisions thereof, are hereby ratified, confirmed and reaffirmed. Each of the Administrative Agent, the Lenders and the Loan Parties fully consents to CRH Delaware becoming a Borrower under the Credit Agreement.

SECTION 8.02.    Effective as of the Amendment Effective Date, CRH Canada hereby acknowledges, agrees and confirms that, as a result of the Well Health Reorganization, it automatically without further action has acquired all assets, rights and contracts of Initial CRH and each other amalgamating corporation under the Well Health Reorganization and is automatically liable for their debts, liabilities and other obligations, including, without limitation, the Secured Obligations under the Credit Agreement and the other Loan Documents, and has acquired the role of Initial CRH as a Borrower and Loan Party under the Credit Agreement and the other Loan Documents. In furtherance of the foregoing, CRH Canada hereby agrees that it shall, jointly and severally with the other Borrower (in accordance with the terms and conditions of Section 9.22 of the Credit Agreement), jointly and severally liable to the Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations (including, without limitation, all Revolving Loans and other Secured Obligations incurred prior to the Amendment Effective Date). Each reference to a “Borrower” or “Borrowers” in the Credit Agreement or any other Loan Document shall be deemed to include CRH Canada, and CRH Canada shall remain a “Loan Guarantor,” “Loan Party” and “Grantor” under the Credit Agreement and any other Loan Document. CRH agrees that it will deliver the Confirmation and Reaffirmation Agreement listed on Exhibit F attached hereto, pursuant to which CRH Canada acknowledges and confirms, among other things, its Secured Obligations owing to the Secured Parties, the completion of the amalgamations, and that the Security Agreements granted by CRH Canada continue in full force and effect. Each of the Administrative Agent, the Lenders and the Loan Parties fully consents to CRH Canada assuming the obligations and liabilities of, and adopting the obligations, liabilities and role of, Pre-Amalgamation CRH under the Credit Agreement and the other Loan Documents.

SECTION 8.03    CRH Delaware and CRH Canada represent and warrant that the Loan Documents are and shall remain in full force and effect, enforceable against CRH Delaware and CRH Canada in accordance with their respective terms, and all obligations, covenants, conditions, agreements, warranties, representations and other terms and provisions thereof, are hereby ratified, confirmed and reaffirmed.

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SECTION  9.     NEW GUARANTORS.

SECTION 9.01.    Each of Holdings, CRH Solutions, LLC, a Delaware limited liability company and Oak Tree Anesthesia Associates, LLC, a New Jersey limited liability company (each, a “New Guarantor,” and collectively, the “New Guarantors”) hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Guarantor will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 9, each New Guarantor, subject to the limitations set forth in Section 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), such New Guarantor will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 9.02    Each New Guarantor hereby: (a) agrees to become a Grantor under the US Security Agreement with the same force and effect as if originally named therein as a Grantor and to be bound by all the terms and provisions of the US Security Agreement applicable to it as a Grantor thereunder; and (b) acknowledges that the US Security Agreement shall henceforth be read and construed as if the undersigned were a party thereto having all of the rights and obligations of a Grantor, and so that all references to a Grantor shall (to the extent context so permits) include each New Guarantor and be amended accordingly. Without limiting the generality of the foregoing, each New Guarantor hereby grants, charges, mortgages, hypothecs, pledges and assigns and grants a security interest in all of its present and after-acquired real and personal property to and in favor of the Administrative Agent, for the benefit of the Secured Parties, to the extent and in the manner contemplated by the US Security Agreement. This Section 9.02 is, collectively, the “New Guarantor Joinder.”

SECTION  10.     NEW LENDERS.

On the Amendment Effective Date, subject to the satisfaction of the conditions precedent set forth in Section 6, each of Canadian Imperial Bank of Commerce, HSBC Bank Canada and ▇▇▇▇▇ Fargo Bank, N.A., Canadian Branch (each, a “New Lender” and together the “New Lenders”) shall become a Lender hereunder.

SECTION  10.01. Each New Lender hereby confirms that it has received a copy of the Credit Agreement, the other Loan Documents and the Schedules and Exhibits related thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit thereunder. Each New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. Each New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the creditworthiness of the Borrowers or any of their Subsidiaries or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.

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SECTION  10.02. Each New Lender:

(i)    shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as of the Amendment Effective Date,

(ii)    agrees to be bound by the terms and conditions set forth in the Credit Agreement as of the Amendment Effective Date and to perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender,

(iii)    represents and warrants that it has full power and authority, and has taken all actions necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to become a Lender and a Revolving Lender under the Credit Agreement,

(iv)    confirms that it is a permitted assignee of the Revolving Loans and Revolving Commitments under Section 9.04(b) of the Credit Agreement,

(v)    appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent in accordance with and subject to the terms of the Loan Documents,

(vi)    agrees that the Revolving Commitment and Applicable Percentage of such New Lender and each of the other Revolving Lenders are as set forth on the Commitment Schedule to the Credit Agreement attached as Annex C hereto and

(vii)    agrees that it will deliver an Administrative Questionnaire to the Administrative Agent.

SECTION  11.     REPRESENTATIONS OF THE LOAN PARTIES.

In order to induce the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent that as of the date hereof:

SECTION  11.01. Authorization, Etc. Each Loan Party has the power and authority to execute, deliver and perform this Amendment and the other Loan Documents (if any) called for hereby. Each Loan Party has taken all necessary action (including, without limitation, obtaining approval of its equity holders, if necessary) to authorize its execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with each Loan Party’s execution, delivery and performance of this Amendment or such other Loan Documents, except for those already duly obtained. This Amendment and the other Loan Documents (if any) called for hereby have been duly executed and delivered by each Loan Party and constitute the legal, valid and binding obligation of each Loan Party, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor rights generally or by equitable principles relating to enforceability. The execution, delivery and performance of this Amendment and the other Loan Documents (if any) called for hereby by each Loan Party does not (i) contravene the terms of such Loan Party’s organizational documents (i.e., articles of incorporation or organization and by-laws or operating agreement, etc.); (ii) conflict with or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Collateral Documents) upon the Property of such Loan Party by reason of the terms of any material contractual obligation (including without limitation contractual obligations arising from any material agreements to which such Loan Party is a party or which is binding upon it); or (iii) violates any requirement of law in any material respect.

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SECTION  11.02. No Change to Organizational Documents. Each Loan Party hereby certifies that: (x) the copies of such Loan Party’s organizational documents (i.e., articles of incorporation or organization and by-laws or operating agreement, etc.) previously delivered to the Administrative Agent under the Loan Documents continue to be true, correct and complete, have not been amended or otherwise modified since the date of such delivery, and are in full force and effect on the date hereof; and (y) each Person previously identified by such Loan Party to sign any Loan Document on behalf of such Loan Party continues to be so authorized on the date hereof and is authorized to sign this Amendment. The Administrative Agent may conclusively rely on this certification until it is otherwise notified by the applicable Loan Party in writing.

SECTION  11.03. No Default. No Default or Event of Default exists under the Credit Agreement or shall result, in each case after giving effect to this Amendment.

CRH Canada, CRH Delaware and each other Loan Party (a) agrees that the transactions contemplated by this Amendment shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement (including the Guaranty), the Security Agreement and each other Loan Document to which it is a party, (b) confirms, ratifies and reaffirms its obligations under the Credit Agreement (including the Guaranty), each Security Agreement and each other Loan Document to which it is a party, (c) agrees that, except as otherwise expressly agreed in this Amendment, the Credit Agreement (including the Guaranty), each Security Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed, (d) agrees that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and (e) agrees that the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Loan Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

SECTION  13.01. Upon the due execution and delivery of this Amendment by the parties hereto, on and after the date hereof references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, and “herein”, and in the other Loan Documents to such “Credit Agreement”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

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SECTION  13.02. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

SECTION  13.03. The execution, delivery, and effectiveness of this Amendment shall be limited precisely as written and, except as expressly provided herein, shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any of the instruments or documents referred to therein, (ii) create, or be evidence of, alone or taken with any consent to, waiver or modification of, or other amendment of the provisions of the Credit Agreement or any of the instruments or documents referred to therein, a course of conduct, or (iii) prejudice any right or rights which the Secured Parties may now have or may have in the future under or in connection with the Credit Agreement or any of the instruments or documents referred to therein.

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

In case any provision in or obligation hereunder or under any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

This Amendment shall become effective as of the date hereof upon the execution of a counterpart hereof by each of the parties hereto.

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SECTION  19.      RELEASE.

(a)     FOR VALUE RECEIVED, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS OF THE LENDERS IN THIS AMENDMENT, EACH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND ITS CURRENT SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, DIVISIONS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, CONSULTANTS, AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY ABSOLUTELY, UNCONDITIONALLY, AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS (WHICH SHALL INCLUDE WITHOUT LIMITATION, ANY EXERCISE OF RIGHTS AND REMEDIES BY THE RELEASED PARTIES THEREUNDER), AND THEIR CURRENT AND FORMER SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, DIVISIONS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, ADVISORS, CONSULTANTS, AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”) OF AND FROM ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, ALL COUNTERCLAIMS, CROSSCLAIMS, DEFENSES, RIGHTS OF SET-OFF AND RECOUPMENT), ACTIONS, CAUSES OF ACTION, ACTS AND OMISSIONS, CONTROVERSIES, DEMANDS, SUITS, AND OTHER LIABILITIES (COLLECTIVELY, THE “CLAIMS”) OF EVERY KIND OR NATURE WHATSOEVER, BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, WHICH ANY RELEASING PARTY HAS OR EVER HAD AGAINST THE RELEASED PARTIES PRIOR TO, THROUGH, AND INCLUDING THIS DATE, ARISING OUT OF THE EXISTING FINANCING ARRANGEMENTS AMONG THE LOAN PARTIES AND THE LENDERS (WHICH SHALL INCLUDE, WITHOUT LIMITATION, ANY EXERCISE OF RIGHTS AND REMEDIES BY THE RELEASED PARTIES THEREUNDER) AND ANY CLAIM OF BREACH OF THE DUTY OF GOOD FAITH AND FAIR DEALING BASED ON, AMONG OTHER THINGS, THE RELEASED PARTIES’ EXERCISE OF DISCRETION UNDER THE LOAN DOCUMENTS.

(b)    THE LOAN PARTIES HEREBY REPRESENT AND WARRANT THAT, ON BEHALF OF THEMSELVES AND THEIR SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, THEY HAVE NOT SOLD, CONVEYED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE ENCUMBERED ALL OR ANY PART OF THE CLAIMS RELEASED IN THIS SECTION. THE LOAN PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, ON BEHALF OF THEMSELVES AND THEIR SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, THE RELEASED PARTIES HAVE AT ALL TIMES ACTED IN GOOD FAITH WITH REGARD TO THE CONSUMMATION AND ADMINISTRATION OF THE LOAN DOCUMENTS. EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT, AS OF THE DATE HEREOF, IT DOES NOT HAVE ANY CLAIM AGAINST THE RELEASED PARTIES, EACH OF WHICH SUCH LOAN PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, HEREBY EXPRESSLY WAIVES. EACH LOAN PARTY HEREBY CONFIRMS THAT THE FOREGOING WAIVER AND RELEASE IS AN INFORMED WAIVER AND RELEASE AND IS BEING FREELY GIVEN.

(c)    EACH LOAN PARTY FURTHER AGREES, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, AND LEGAL REPRESENTATIVES, NOT TO COMMENCE, INSTITUTE, OR PROSECUTE ANY LAWSUIT, ACTION OR OTHER PROCEEDING, WHETHER JUDICIAL, ADMINISTRATIVE OR OTHERWISE, TO COLLECT OR ENFORCE ANY SUCH CLAIM. IF ANY LOAN PARTY OR ANY OF ITS SUCCESSORS, ASSIGNS, OR LEGAL REPRESENTATIVES VIOLATES THE FOREGOING COVENANT, THE LOAN PARTIES HEREBY AGREE, ON BEHALF OF THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, TO JOINTLY AND SEVERALLY PAY, IN ADDITION TO ANY DAMAGES AS ANY RELEASED PARTY MAY SUSTAIN AS A RESULT OF SUCH VIOLATION, ALL ATTORNEYS FEES AND COSTS INCURRED BY ANY RELEASED PARTY AS A RESULT OF SUCH VIOLATION.

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SECTION  20.    FACILITY ADJUSTMENTS.

(a)    Notwithstanding anything to the contrary in the Existing Credit Agreement or the amended Credit Agreement, each party hereto agrees (i) that on the Amendment Effective Date the Revolving Commitments shall be as set forth on the Commitment Schedule attached as Annex C hereto and as described in the amended Credit Agreement attached as Annex B hereto, (ii) that the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders (including the New Lenders and the Departing Lender) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement and (iii) to any adjustments made to the Register to effectuate such reallocations, assignments, payments and prepayments. In connection therewith, any reallocation among the applicable Lenders (including the New Lenders and the Departing Lender) resulting from the adjustments of the Revolving Loans and Revolving Commitments shall all occur on the Amendment Effective Date in connection with this Amendment (the “Facility Adjustment”). Notwithstanding anything to the contrary in Section 9.04 of the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments, payments and prepayments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (including in the form of non-pro rata funding by any New Lender and any Lender that has increased its Revolving Commitment and/or Revolving Loans as of the Amendment Effective Date, including, without limitation, an aggregate amount equal to the outstanding Revolving Loans of the Departing Lender), and the Administrative Agent may make such adjustments between and among the applicable Lenders and the Borrowers as are reasonably necessary to effectuate the Facility Adjustment, in each case as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Commitments and Revolving Loans, so that the outstanding Revolving Loans, Revolving Commitments and Applicable Percentages are as set forth on the revised Commitment Schedule attached as Annex C hereto as of the Amendment Effective Date.

(b)    Notwithstanding anything to the contrary in the Existing Credit Agreement or the amended Credit Agreement, each Lender party hereto agrees (i) that the Facility Adjustment provided by this Amendment shall each be effective upon the Amendment Effective Date simultaneously with the effectiveness of the amendments set forth in Section 3 above and (ii) that the conditions to effectiveness of the Facility Adjustment and the amendments set forth in Section 3 above are limited to the conditions to the effectiveness of this Amendment on the Amendment Effective Date as set forth below.

SECTION  21.     DEPARTING LENDER. By its execution of this Agreement, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the Amendment Effective Date, (a) the Departing Lender shall cease to be a Lender under the Credit Agreement and (b) the Departing Lender shall have no further rights or obligations as a Lender or Revolving Lender under the Credit Agreement, except to the extent of rights and obligations that expressly survive a Lender’s assignment of its commitments pursuant to Section 9.04 of the Credit Agreement. The Departing Lender is a party to this Agreement solely for the purpose of evidencing its agreement to Section 20 and this Section 21.

SECTION  22. NO NOVATION. The terms and conditions of the Credit Agreement are amended as provided in Annex B in their entirety with effect as of the date of this Agreement. Nothing in this Agreement or in the Credit Agreement as amended as shown in Annex B shall be deemed to be a novation of any of the Obligations as defined in the Credit Agreement. Notwithstanding any provision of this Agreement or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Agreement and the incurrence of Obligations thereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Credit Agreement as amended as shown in Annex B. From and after the date of this Agreement, each reference to the “Agreement,” “Credit Agreement” or other reference originally applicable to the Credit Agreement contained in any Loan Document shall be a reference to the Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time including as shown in Annex B.

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[Remainder of page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

(Signature Page to Fifth Amendment to Credit Agreement and Consent)

Annex A

Organizational Structure Chart

[REDACTED]

Annex B

Amended Credit Agreement

FINAL

THIS COMPILED

ANNEX B TO FIFTH AMENDMENT TO CREDIT AGREEMENT IS FOR CONVENIENT REFERENCE

PURPOSES ONLY AND DOES NOT SUPERSEDE OR REPLACE THE CREDIT AGREEMENT AND 

BELOW REFERENCED AMENDMENTS THERETO AND CONSENT

CREDIT AGREEMENT¹

dated as of

October 22, 2019

among

CRH MEDICAL CORPORATION, a corporation incorporated under the laws of British Columbia,

and

CRH MEDICAL CORPORATION, a Delaware corporation,

as Borrower,Borrowers

The Other Loan Parties Party Hereto

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

CANADIAN IMPERIAL BANK OF COMMERCE and

HSBC BANK CANADA,

as Sole BookrunnerJoint Bookrunners and SoleJoint Lead ArrangerArrangers

THECANADIAN IMPERIAL BANK OF NOVA SCOTIACOMMERCE

and

U.S.

HSBC BANK NATIONAL ASSOCIATIONCANADA,

as Co-Syndication Agents

ConformedAnnex CRHB - JPMAmended Credit Agreement 4842-1580-0522for Fifth Amendment (CRH 2021) 4822-0332-3109 v65.docx

TABLE OF CONTENTS

i

ii

iii

SCHEDULES:

Commitment Schedule

Schedule 1.01(A) – JV Entities

Schedule 1.01(B) – Products

Schedule 2.12 – Letter of Credit Fees

Schedule 3.05 – Properties, etc.

Schedule 3.06 – Disclosed Matters

Schedule 3.12 – Material Agreements

Schedule 3.14 – Insurance

Schedule 3.15(a) – Capitalization and Subsidiaries

Schedule 3.15(b) – Organization Chart

Schedule 3.24 – Affiliate Transactions

Schedule 3.25 – Health Care Matters

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.04 – Existing Investments

Schedule 6.10 – Existing Restrictions

EXHIBITS:

iv

CREDIT AGREEMENT dated as of October 22, 2019 (as it may be amended or modified from time to time, this “Agreement”), among CRH MEDICAL CORPORATION, a corporation incorporated under the laws of British Columbia, and CRH MEDICAL CORPORATION, as Borrower,a Delaware corporation, as Borrowers, WELL ACQUISITION CORP (US) INC., a Delaware corporation and the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent.

PRELIMINARY STATEMENT

WHEREAS, to refinance certain outstanding credit facilities and to finance the ongoing general corporate purposes of the BorrowerBorrowers as further provided in this Agreement, the Borrower hasBorrowers have requested, on and following the Fifth Amendment Effective Date, that the Lenders extend credit to the BorrowerBorrowers in the form of Revolving Loans to the BorrowerBorrowers from time to time in an aggregate amount following the Fifth Amendment Effective Date not to exceed $125,000,000175,000,000; and

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, (i) theeach Borrower has agreed to secure all of its Secured Obligations by granting to the Administrative Agent, for the benefit of the Lenders, a first priority lien on substantially all of thesuch Borrower’s assets, including a pledge of all of the Equity Interests of certain Subsidiaries of theeach Borrower and (ii) the Guarantors have agreed to guarantee the Secured Obligations and to secure such guarantees by granting to the Administrative Agent, for the benefit of the Lenders, a first priority lien on substantially all of each Guarantor’s respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries;

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

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account” shall have the meaning set forth in Article 9 of the UCC.

“Account Debtor” means any Person obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

CRH    JPM Credit Agreement 4824 3252 2403 v16.docx

1

1

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted One Month LIBOR Rate” means, for any day, an interest rate per annum equal to the sum of (i) 2.50% plus (ii) the Adjusted LIBO Rate for a one-month interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day; provided further, that if the LIBO Screen Rate at such time shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as administrative agent for the Lenders hereunder.

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

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) UK Financial Institution.

“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 specified Person.

“Agent Indemnitee” has the meaning assigned to it in Section 9.03(c).

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time).

“Ancillary Document” has the meaning assigned to it in Section 9.06(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to theany Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Corruption of Foreign Public Officials Act (Canada).

“Applicable Parties” has the meaning assigned to it in Section 8.03(c).

“Applicable Percentage” means, at any time with respect to any Lender, with respect to Revolving Loans, LC Exposure, or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time (provided that if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculations above.

2

2

“Applicable Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Revolving Commitment CBFR Spread”, “Revolving Commitment Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the Total Leverage Ratio as of the most recent determination date, provided that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the BorrowerBorrowers’ s consolidated financial information for the BorrowerBorrowers’ s first fiscal quarter ending after the Fifth Amendment Effective Date, the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 21:

For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the BorrowerBorrowers, based upon the annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that at the option of the Administrative Agent or at the request of the Required Lenders, if the Borrower failsBorrowers fail to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, the Total Leverage Ratio shall be deemed to be in Category 1 during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

If at any time the Administrative Agent determines, acting reasonably, that the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), the BorrowerBorrowers shall be required to retroactively pay any additional amount that the BorrowerBorrowers would have been required to pay if such financial statements had been accurate at the time they were delivered.

3

3

“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).

“Approved Fund” has the meaning assigned to the term in Section 9.04(b).

“Arranger Arrangers” means JPMorgan Chase Bank, N.A., Canadian Imperial Bank of Commerce and HSBC Bank Canada in its capacity as sole bookrunnertheir capacities as joint bookrunners and solejoint lead arrangerarrangers hereunder.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Available JV Entity Cash Flow” means, with respect to any JV Entity for each calendar month, theeach Borrower’s or other applicable Loan Party’s or applicable Subsidiary’s pro rata share of the amount equal to (i) all revenues and receipts from the conduct of the business of such JV Entity (excluding amounts contributed by the members of such JV Entity to the capital of such JV Entity and net of any refunds, credits, and similar adjustments) during such calendar month less the portion of such revenues and receipts used to pay (or, if determined in good faith as reasonably necessary by the directors, managers or members, as applicable, of such JV Subsidiary, reserved to pay) expenses and liabilities of such JV Entity during such calendar month (including, without limitation, tax withholdings or payments, debt payments, capital improvements and replacement and contingency payments, but excluding without limitation, depreciation, amortization, cost recovery deductions, or similar allowances).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (g) of Section 2.14.

“Availability” means, at any time, an amount equal to (a) the aggregate Revolving Commitments minus (b) the Aggregate Revolving Exposure.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Commitments.

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

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

4

4

“Banking Services” means each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services and cash pooling services).

“Banking Services Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Event” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding or proposal, or has had a receiver, interim receiver, receiver and manager, judicial manager, monitor, sequestrator, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization (by way of voluntary arrangement scheme of arrangement or otherwise) or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding, proposal or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or Canada or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.14.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

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

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

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

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provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

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

(a)    the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b)    the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “CBFR,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

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

(3)    in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower Representative pursuant to Section 2.14(d); or

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

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

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

“Benchmark Unavailability Period” means, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means CRH Medical Corporation, a corporation incorporated under the laws of British Columbia, individually or collectively, CRH Canada and CRH Delaware.

“Borrower Representative” has the meaning assigned to such term in Section 11.01.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect and (b) a Swingline Loan.

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“Borrowing Request” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03, which shall be substantially in the form of Exhibit B-1 hereto or any other form approved by the Administrative Agent.

“Burdensome Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and in Vancouver, British Columbia are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

“Canadian Pension Event” means with respect to any Plan described in clause (ii) of the definition thereof, a situation or circumstance where an unfunded liability, solvency, deficiency or wind-up deficiency, whether or not due with respect to a Plan, exists in excess of that permitted by law and (a) the whole or partial withdrawal of a Loan Party from a Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Plan or the treatment of a Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of a trustee to administer, any Plan.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the BorrowerLoan Parties and itstheir Subsidiaries prepared in accordance with GAAPIFRS.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAPIFRS, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAPIFRS.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, and applicable rules and regulations.

“CARES Allowable Uses” means “allowable uses” of proceeds of a SBA PPP Loan as described in Section 1102 of the CARES Act.

“CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate shall never be less than the Adjusted One Month LIBOR Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate or the Adjusted One Month LIBOR Rate, respectively.

“CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the CB Floating Rate.

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“CHAMPVA” means the Civilian Health and Medical Program of the Department of Veterans Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veterans Affairs, and all Requirements of Law governing such program.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the  BorrowerWell Health, (b) occupation at  any time of a majority   of the seats (other  than vacant  seats)  on  the  board of direc tors of the  Borrower by Persons who were notWell Health shall cease to own free and clear of all Liens or other encumbrances, 100% of the outstanding voting Equity Interests of CRH Canada on a fully diluted basis; (c) Well Health shall cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, 100% of the outstanding voting Equity Interests of CRH Delaware on a fully diluted basis; (id) directors of the Borrower onHoldings shall cease to own, free and clear of all Liens (other than in favor of Administrative Agent) or other encumbrances, 100% of the outstanding voting Equity Interests of CRH Delaware on a fully diluted basis; (e) the dateacquisition of this Agreement, nominated, appointed or approved for consideration by shareholders for election by the board of directors of thedirect or indirect Control of either Borrower by any Person or group other than Well Health; or (iif) appointed by directors so nominated, appointed or approved or (c) the BorrowerCRH Delaware shall cease to own, free and clear of all Liens (other than in favor of Administrative Agent) or other encumbrances, at least 51% of the outstanding voting Equity Interests of each Subsidiary (other than JV Entities) of the BorrowerCRH Delaware on a fully diluted basis.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the 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 U.S. 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.

“Charges” has the meaning assigned to such term in Section 9.17.

“Chase” means JPMorgan Chase Bank, N.A., Toronto Branch, an authorized foreign branch of JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and (b) any Lender, refers to whether such Lender has a Loan of a particular Class.

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

“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations.

“Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Collateral Documents” means, collectively, each Security Agreement, each Well Health Limited Recourse Guarantee and Pledge, and any other agreements, control agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, confirmations of security interests in intellectual property, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, notices, financing statements, collateral assignments of the Management Services Documents to which any Loan Party is a party thereto, and all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.

“Commitment Schedule” means the Schedule attached hereto identified as such.

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

“Communications” has the meaning assigned to such term in Section 8.03(c).

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c) hereof.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“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 meanings correlative thereto.

“Controlled Deposit Account” has the meaning assigned to such term in Section 5.14(b).

“Corporate Practice of Medicine Laws” means any Requirements of Law (i) that prohibit any Person other than licensed physicians or entities whose equity interests are owned exclusively by licensed physicians from practicing medicine or employing licensed physicians to provide professional medical services, (ii) relating to the compensation relationship between a Loan Party or a Subsidiary and a Managed Entity, (iii) relating to physician fee-splitting prohibitions, or (iv) relating to the ownership and operation of professional corporations or professional limited liability companies.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

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“COVID-19 Relief Program Funds” means any funds received in connection with any Requirement of Law or program involving any Governmental Authority providing or expanding any loan, guaranty, investment, participation, grant, program or other assistance in response to or to provide relief for the COVID-19 pandemic, including, without limitation, any funds received pursuant the Medicare Accelerated and Advance Payment Program, the CARES Act Provider Relief Fund, or the Paycheck Protection Program.

“Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“CRH Anesthesia” means CRH Anesthesia Management, LLC, a Delaware limited liability company and wholly-owned indirect Subsidiary of the BorrowerCRH Delaware.

“CRH Canada” means, (i) prior to the consummation of the Well Health Reorganization on the Fifth Amendment Effective Date, Pre-Amalgamation CRH, and (ii) immediately following the Well Health Reorganization, Well Health Acquisition Corp., a corporation incorporated under the laws of British Columbia with British Columbia registration number BC1286967 (to be renamed immediately after the consummation of the Well Health Acquisition as “CRH Medical Corporation”), a wholly-owned direct Subsidiary of Well Health, and automatic acquiror by operation of British Columbia law of all the property, rights, interests and obligations and liabilities of Pre-Amalgamation CRH as a result of the Well Health Reorganization, including, without limitation, the Secured Obligations and the role of Pre-Amalgamation CRH under this Agreement.

“CRH Delaware” means CRH Medical Corporation, a Delaware corporation and wholly-owned direct Subsidiary of the BorrowerHoldings and wholly-owned indirect Subsidiary of Well Health.

“CRH GAA” means CRH GAA, PLLC, a Texas professional limited liability company all the Equity Interests of which are directly owned by [REDACTED].

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

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

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“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower Representative or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Disclosed Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such 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.

“Disqualified Equity Interest” shall mean any Equity Interest that, by its terms or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payment of interest, dividends or other distributions in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, prior to the date that is one hundred eighty (180) days after the latest date on which any Loan matures.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States (but excluding any territory or possession thereof).

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

(1)    a notification by the Administrative Agent to (or the request by the Borrower Representative to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

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

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Net Finance Expense for such period, (ii) Income Tax Expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period, including stock-based compensation (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory), and (vi) costs and expenses incurred in connection with permitted acquisitionsPermitted Acquisitions in an aggregate amount not to exceed [REDACTED]% of EBITDA during such period (calculated prior to giving effect to such addback for such period in the calculation of EBITDA), (vii) Public Company Costs in an aggregate amount not to exceed $[REDACTED] during such period, and (viii) fees, costs and expenses associated with the closing of the Well Health Acquisition and the Fifth Amendment minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Loan Parties and their Subsidiaries on a consolidated basis in accordance with GAAPIFRS, minus (c) the difference between (i) EBITDA attributable to Subsidiaries that are not Loan Parties and JV Entities during such period, and (ii) cash distributions received by the BorrowerBorrowers from such Subsidiaries that are not Loan Parties and JV Entities during such period (if such difference shall be negative, the amount shall be deemed to be zero for the purposes of this clause (c)).

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

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

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

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

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“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

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

“Electronic System” means any electronic system, including e-mail, e-fax, web portal access for the BorrowerBorrowers and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the management, Release or threatened Release of any Hazardous Material or (iv) health and safety matters.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with thea Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by theany Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by theany Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by theany Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of theany Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by theany Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from theany Borrower or any ERISA Affiliate of any notice, concerning the imposition upon theany Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV of ERISA; or (h) a Canadian Pension Event.

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“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.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Account” has the meaning assigned to such term in Section 5.14.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Revolving Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Revolving Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Revolving Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA or Part XIII of the Income Tax Act (Canada).

“Existing CRH GAA Indebtedness” means Indebtedness incurred by CRH GAA under the Promissory Note and Security Agreement dated as of May 31, 2016 between CRH GAA, as borrower and CRH Delaware, as lender, as amended prior to the Effective Date and as may be amended from time to time thereafter as permitted under this Agreement.

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“Existing GAA Indebtedness” means Indebtedness incurred by GAA under the Promissory Note and Security Agreement dated as of December 1, 2014 between GAA, as borrower and CRH Delaware, as lender, as amended prior to the Effective Date and as may be amended from time to time thereafter as permitted under this Agreement.

“Existing Intercompany Indebtedness” means, collectively, the Existing CRH GAA Indebtedness, the Existing GAA Indebtedness and the Existing [REDACTED] Indebtedness; provided that notwithstanding anything in any agreement for any Existing Intercompany Indebtedness, in no event shall CRH Delaware assign any of its rights, title or interest under any Existing Intercompany Indebtedness to any Person other than to the Administrative Agent for the benefit of the Secured Parties.

“Existing [REDACTED] Indebtedness” means Indebtedness incurred by CRH GAA under the Promissory Note and Security Agreement dated as of December 1, 2014 between [REDACTED], as borrower and CRH Delaware, as lender, as amended prior to the Effective Date and as may be amended from time to time thereafter as permitted under this Agreement.

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

“FDA” means the U.S. Food and Drug Administration and any successor entity.

“FDA Laws” means all applicable statutes, rules, regulations, standards, guidelines, policies and orders administered or issued by the FDA (including without limitation, the FDCA), Health Canada (including, without limitation, the Food and Drugs Act (Canada) and the Food and Drug Regulations (Canada)) or any other foreign Governmental Authority responsible for drug and health product safety having jurisdiction over theHoldings, a Borrower, a Subsidiary or a Managed Entity.

“FDCA” means the Federal Food, Drug, and Cosmetic Act of 1938, or any successor statute thereto, and the regulations, guidelines, guidance documents, and compliance policy guides issued or promulgated thereunder.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

“Fifth Amendment to Credit Agreement and Consent” means the Fifth Amendment to Credit Agreement and Consent, dated as of the Fifth Amendment Effective Date among the Borrowers, the Guarantors, the Lenders, and the Administrative Agent.

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“Fifth Amendment Effective Date” means April 22, 2021.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of thea Borrower.

“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) EBITDA, minus Unfinanced Capital Expenditures paid in cash during such period, minus expense for income taxes paid in cash during such period, minus Restricted Payments paid in cash during such period (provided that, for the avoidance of doubt, Restricted Payments for purposes of such deduction shall exclude the proceeds of Revolving Loans made on the Fifth Amendment Effective Date used to finance a portion of the consideration for the Well Health Acquisition) to (b) (without duplication of any items subtracted from EBITDA in clause (a) of this definition) Fixed Charges, all calculated for the Loan Parties and their Subsidiaries for such period on a consolidated basis in accordance with IFRS; provided that solely for purposes of Section 6.12(a), to the extent any Loan Party or Subsidiary makes any permitted acquisition or permitted disposition during the period of four fiscal quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio (including, without limitation, the calculation of EBITDA and Net Income used therein) shall be calculated after giving pro forma effect thereto in accordance with Section 1.06.

“Fixed Charges” means, for any period, without duplication, Paid Cash Interest, plus scheduled principal payments on Indebtedness made or to be made, all calculated for the Loan Parties and their Subsidiaries for such period on a consolidated basis in accordance with IFRS. Notwithstanding the foregoing, for each of the fiscal quarters ending June 30, 2021, September 30, 2021, and December 31, 2021, Fixed Charges for such four (4) consecutive fiscal quarters then ended shall be calculated as follows: (A) for the period ending on June 30, 2021, by multiplying the amount of Fixed Charges above for the one fiscal quarter ended on such date by four, (B) for the period ending on September 30, 2021, by multiplying the amount of Fixed Charges above for the two fiscal quarters ended on such date by two and (C) for the period ending on December 31, 2021, by multiplying the amount of Fixed Charges above for the three fiscal quarters ended on such date by 4/3.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.

“Foreign Lender” means (a) if thea Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if thea Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which thesuch Borrower is resident for tax purposes.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funding Account” has the meaning assigned to such term in Section 4.01(h)means the deposit account of the Borrower Representative to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

“GAA” means Gastroenterology Anesthesia Associates, LLC, a Georgia limited liability company and a wholly-owned direct Subsidiary of [REDACTED].

“GAA Earn Out” means earn out amounts payable by GAA to [REDACTED] in connection with the acquisition of the assets of [REDACTED], when such amounts are earned.

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“GAAP” means generally accepted accounting principles in the U.S.

“Governmental Authority” means the government of the U.S., Canada, any other nation or any political subdivision thereof, whether state, provincial, territorial 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. “Governmental Authority” shall include any agency, branch or other governmental body (federal, state or provincial) charged with the responsibility, or vested with the authority to administer or enforce, any Health Care Laws.

“Governmental Payor Program” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), which includes (as applicable) Medicare, Medicaid, TRICARE, CHAMPVA and any “state health care program” as defined in 42 U.S.C. §1320a-7(h).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Guarantors” means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means each or any one of them individually.

“Hazardous Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or, by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto), or which are regulated pursuant to or prohibited under any Environmental Law; and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

“Health Care Compliance Program” has the meaning assigned to such term in Section 3.25(k).

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“Health Care Laws” means, to the extent applicable to a Loan Party, Subsidiary or Managed Entity, all Requirements of Law relating in any way to (a) the provision of, or payment for, health care services, items or supplies; (b) health care fraud and abuse, including, the following statutes, as amended and in effect from time to time, and any successor statutes thereto and the regulations promulgated thereunder: the federal Anti-Kickback Statute (42 U.S.C. § 1320a7b(b)), the federal ▇▇▇▇▇ Law (42 U.S.C. § 1395nn and §1395(q)), the federal civil False Claims Act (31 U.S.C. § 3729 et seq.); the federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a); the federal Exclusions Law (42 U.S.C. §1320a-7b); the federal Health Care Fraud Law (18 U.S.C. §1347), the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No. 108173), the Criminal Code (Canada) and the Medicare Protection Act (British Columbia) and other legal requirements relating to self-referral, anti-kickback, illegal remuneration, fraud and abuse or the defrauding of or making of any false claim, false statement or misrepresentation of material facts to any Third Party Payor Program; (c) the billing, coding or submission of health care claims to any Third Party Payor Program for reimbursement; (d) the licensure and registration of third party administrators, health care providers and health care facilities; (e) Information Privacy or Security Laws; (f) Corporate Practice of Medicine Laws; (g) health planning or rate setting, including certificate of need requirements; (h) the provision of free or discounted health care services; (i) the manufacture, sale, marketing, promotion, storage, prescription or handling of medical devices and any other FDA-regulated products, including FDA Laws and all applicable rules and requirements of the FDA or the U.S. Drug Enforcement Administration and the U.S. Food & Drug Administration; (j) all applicable professional standards regulating medical device manufacturers; (k) pharmacy or clinical laboratory operations, including the Clinical Laboratory Improvement Amendments, (l) the federal Physician Sunshine Act; and (m) the disposal of medical waste.

“Health Care Permits” means, any permit, approval, consent, authorization, license, provisional license, registration, certificate, certification, certificate of need, qualification, operating authority, concession, grant, franchise, variance or permission from any Governmental Authority required under applicable Health Care Laws.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009), and as the same may be further amended, modified or supplemented from time to time.

“Holdings” means WELL Acquisition Corp (US) Inc., a Delaware corporation, and direct wholly-owned Subsidiary of Well Health.

“IFRS” means the body of pronouncements issued by the International Accounting Standards Board (“IASB”), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee and adapted for use in the European Union.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Income Tax Expense” means, with reference to any period, total income tax expense for such period, net of tax refunds, calculated for the Loan Parties and their Subsidiaries on a consolidated basis for such period in accordance with GAAPIFRS.

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“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued in accordance with GAAPIFRS), (l) any other Off-Balance Sheet Liability, and (m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Information” has the meaning assigned to such term in Section 9.12.

“Information Privacy or Security Laws” means HIPAA and any other Requirement of Law concerning the privacy or security of personal information, including state data breach notification laws, state health information privacy laws, and state consumer protection laws.

“Interest Coverage Ratio” means, for any period, the ratio of (a) EBITDA for such period to (b) Paid Cash Interest for such period; provided that solely for purposes of Section 6.12(a), to the extent the Borrower or any Subsidiary makes any permitted acquisition or permitted disposition during the period of four fiscal quarters of the Borrower most recently ended, the Interest Coverage Ratio (including, without limitation, the calculation of EBITDA and Net Income used therein) shall be calculated after giving pro forma effect thereto in accordance with Section 1.06.

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit B-2 hereto or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any CBFR Loan (other than a Swingline Loan), the first day of each calendar month and the Revolving Credit Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Revolving Credit Maturity Date, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Credit Maturity Date.

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“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Intragroup Obligations” means all present and future debts, liabilities and obligations of any kind owing or remaining unpaid by any Loan Party to another Loan Party, including, without limitation, under the Existing Intercompany Indebtedness.

“Inventory” shall have the meaning set forth in Article 9 of the UCC.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means, individually and collectively, each of Chase, in its capacity as the issuer of Letters of Credit hereunder and any other Revolving Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Sublimit” means, as of the Effective Date, (i) $5,000,000, in the case of Chase and (ii) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by an Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent and the Borrower Representative.

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit D.

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“JV Entity” means (i) any entity set forth on Schedule 1.01(A) attached hereto, and (ii) any other entity formed by a Loan Party or Subsidiary or acquired pursuant to a Permitted Acquisition and in each case under this clause (ii) designated by the Borrower Representative as a JV Entity and in which the Loan Parties directly or indirectly own or control a majority (but not all) of the Equity Interests. For the avoidance of doubt, any entity characterized or designated under this Agreement as a JV Entity or a Subsidiary may also be characterized or designated as a Managed Entity; provided however that in no event shall any of the Equity Interests in such a JV Entity also characterized or designated as a Managed Entity (if any) be owned by a Loan Party.

“JV Entity Document” and “JV Entity Documents” means individually or collectively, as applicable, the organizational documents for each JV Entity, and any and all stock transfer restriction agreements, equity transfer restriction agreements, shareholder agreements and similar agreements affecting or relating to the equity interests of each respective JV Entity.

“JV Entity Permitted Debt” means:

(a)    unsecured working capital loans used to finance the day to day operations of a JV Entity, provided that the aggregate amount of such loans does not exceed $[REDACTED] per JV Entity;

(b)    Indebtedness of a JV Entity under or in connection with unsecured short term intercompany loans made available to a JV Entity by a Loan Party for initial working capital purposes following the Permitted Acquisition of such JV Entity:

(i)    with a maturity date of no more than the earlier of one hundred and twenty days (120) from the date of advance of such loan and the closing date of the Permitted Acquisition;

(ii)    whereby payment obligations, when aggregated with any similar Indebtedness of any other JV Entity owing to the Loan Parties, do not exceed $[REDACTED] in any fiscal year of the BorrowerBorrowers; and

(iii)    such Indebtedness is not entered into when a Default has occurred and is continuing, or a Default would occur as a result of the same; and

(c)    other Indebtedness of a JV Entity expressly consented to by the Administrative Agent in writing.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means any payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the BorrowerBorrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09 or an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.

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“Letters of Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

“Letter of Credit Agreement” has the meaning assigned to it in Section 2.06(b).

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any CBFR Borrowing, the LIBO Screen Rate at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error). Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with a CBFR Borrowing, such rate shall be determined as modified by the definition of Adjusted One Month LIBOR Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“Licensed Providers” means any Person required to hold a Health Care Permit or professional license to practice such Person’s profession (including any physician, physician assistant or nurse) and who is engaged in the delivery of professional Medical Services for or on behalf of any Loan Party, Subsidiary or Managed Entity, whether engaged as employees, leased personnel or independent contractors.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidity” means, on any date the same is to be determined, the sum of (i) Availability, plus (ii) Unrestricted Cash.

“Loan Documents” means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit Agreement, each Collateral Document, the Loan Guaranty, any Obligation Guaranty and each other agreement, instrument, document and certificate identified in Section 4.01 or the Fifth Amendment to Credit Agreement and Consent, in each case executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of attorney, consent, assignment, contract, notice, letter of credit agreement, letter of credit applications and any agreements between the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the BorrowerBorrowers and the Issuing Bank in connection with the issuance of Letters of Credit. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

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“Loan Guarantor” means each Loan Party.

“Loan Guaranty” means Article X of this Agreement.

“Loan Parties” means, collectively, (i) Holdings, (ii) the BorrowerBorrowers and the  Borrower’stheir Domestic Subsidiaries (other than the JV Entities), (iiiii) [REDACTED], CRH GAA and NC GAA, P.C. and each of their respective Domestic Subsidiaries (other than the JV Entities) and (iiiiv) and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement in accordance with Section 5.13 and their respective successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including, without limitation, Swingline Loans.

“Managed Entity” means any Person (other than a Loan Party or a Subsidiary of a Loan Party) that is engaged in the delivery of health care services to patients, including without limitation any health care clinic, practice or ambulatory surgery center, or Person (other than a Loan Party or a Subsidiary of a Loan Party) owning or operating any such Person, for which a Loan Party or any of its Subsidiaries performs management, administrative and/or business services pursuant to Management Services Documents, whether now in effect or entered into after the Effective Date as permitted by this Agreement, and in each case from whom the total management services fees (or other similar fees and revenue) collected by the Loan Parties and any other Subsidiaries are or are reasonably likely to be (as reasonably determined by the Loan Parties and their Subsidiaries) at least $[REDACTED] in any fiscal year of the Borrower. Borrowers. Neither GI Anesthesia of Georgia, LLC nor any of the “Practice Sites” identified in the UD Management Agreement shall be considered “Managed Entities” so long as the engagement of CRH Anesthesia by such Persons is solely pursuant to and in accordance with the UD Management Agreement.

“Managed Entity Owner Agreements” means any stock transfer restriction agreement, nominee owner agreement, business continuity agreement or other similar agreement between a Loan Party and each physician ownerOwner Physician of a Managed Entity which receives management services from such Loan Party pursuant to a Management Services Agreement.

“Managed Entity Security Agreements” means, to the extent ever applicable, any deficit funding loan agreements, security agreement, or other similar agreements, documents and instruments between a Managed Entity and a Loan Party which provides management services to such Managed Entity, pursuant to which the Managed Entity provides, as security for all or any portion of its obligations and liabilities under any Management Services Agreement or deficit funding loan agreement to which it is a party with any Loan Party, a Lien on its assets in favor of such Loan Party.

“Management Services Agreements” means any management agreement or other management services agreement, administrative services agreement or similar agreement entered into between or among any Loan Party or any Managed Entity, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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“Management Services Document Termination Event” means the occurrence of any event that allows any party to such Management Services Document the right to terminate such agreement.

“Management Services Documents” means, collectively, (1) the Management Services Agreements, (2) Managed Entity Security Agreements, (3) the Managed Entity Owner Agreements, and (4) any other agreement(s) which sets forth any administrative, management, or support services arrangements, or any funding or financing arrangements between a Loan Party or a Subsidiary and any Managed Entity, whether executed and delivered on or after the Effective Date, and all other agreements, documents and instruments executed and delivered pursuant thereto or in connection therewith and to which Loan Party or any of its Subsidiaries is a party, all of the foregoing as shall be reasonably acceptable in form and substance to the Administrative Agent and as may be amended, restated or otherwise modified from time to time as permitted by the terms of this Agreement.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material” means (except when used as part of another term defined in a Loan Document), with reference to the matter, condition or circumstance described as Material, that it would reasonably be considered a relevant factor by a prudent lender in connection with its extension of credit to a borrower or other obligor, and “Materially” has a corresponding meaning.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the BorrowerBorrowers and itstheir Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party or (c) the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of such Liens.

“Material Agreement” means:

(a)    any agreement or contract that is listed on Schedule 3.12;

(b)    any agreement or contract representing Material Indebtedness; and

(c)    any other contract to which any Loan Party is a party that, if breached, terminated or expired, would have a Material Adverse Effect.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $[REDACTED]. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Loan Parties in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Swap Agreement were terminated at such time.

“Maximum Rate” has the meaning assigned to such term in Section 9.17.

“Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.), as the same may be amended, modified or supplemented from time to time, and all Requirements of Law governing such program.

“Medical Services” means medical and health care services provided to a natural person by Licensed Providers for a valid and proper medical or health purpose.

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“Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.), as the same may be amended, modified or supplemented from time to time, and all Requirements of Law governing such program.

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

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Finance Expense” means, with reference to any period, the aggregate of (a) total interest expense (including that attributable to Capital Lease Obligations) of the Loan Parties and their Subsidiaries for such period with respect to all outstanding Indebtedness of the Loan Parties and their Subsidiaries (including all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAPIFRS), (b) total accretion expense related to any deferred consideration owing by the Loan Parties and their Subsidiaries (including any earn-out obligations), (c) total fair value adjustments related to changes in any earn-out obligations of the Loan Parties and their Subsidiaries, and (d) total amortization expense related to deferred financing fees of the Loan Parties and their Subsidiaries, all as calculated for the Loan Parties and their Subsidiaries on a consolidated basis for such period in accordance with GAAPIFRS.

“Net Income” means, for any period, the consolidated net income (or loss) determined for the Loan Parties and their Subsidiaries, on a consolidated basis in accordance with GAAPIFRS; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any Loan Party or Subsidiary, (b) the income (or deficit) of any Person (other than a Subsidiary) in which a Loan Party or any Subsidiary has an ownership interest, except to the extent that any such income is actually received by a Loan Party or any Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary or JV Entity, to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary or JV Entity is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary or JV Entity and (d) the aggregate amount of consolidated net income of the Loan Parties and their Subsidiaries for any period attributable to Permitted Minority Investments shall not exceed [REDACTED]% of EBITDA during such period.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards in cash and similar payments, minus (b) the sum of (i) all fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event (including break funding costs and other similar expenses) and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case in respect of (a) and (b) above during the year that such event occurred and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower Representative).

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“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source.

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligation Guaranty” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit, or any Loan Document).

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Owner Physician” has the meaning set forth in Section 3.27.

“Paid Cash Interest” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Loan Parties and their Subsidiaries paid in cash for such period with respect to all outstanding Indebtedness of the Loan Parties and their Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAPIFRS), calculated for the Loan Parties and their Subsidiaries on a consolidated basis for such period in accordance with GAAPIFRS.

“Paid in Full” or “Payment in Full” means, (i) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such payment), (iii) the indefeasible payment in full in cash of the accrued and unpaid fees and expenses hereunder, (iv) the indefeasible payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (v) the termination of all Revolving Commitments, and (vi) the termination of the Swap Agreement Obligations and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Payment” has the meaning assigned to it in Section 8.06(d).

“Payment Notice” has the meaning assigned to it in Section 8.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

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“Permitted Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

(a)    if applicable, such Acquisition is not a hostile or contested acquisition;

(b)    the business acquired in connection with such Acquisition is (i) located in the U.S. or Canada, (ii) organized under applicable U.S. or Canadian and state or provincial or federal laws, as the case may be, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar or reasonably related thereto;

(c)    both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, (i) each of the representations and warranties in Article III of this Agreement is true and correct in all Material respects (or in all respects if such representation or warranty is otherwise qualified by materiality or a similar concept), except for (A) any such representation or warranty which relates to a specified prior date and (B) to the extent the Administrative Agent has been notified in writing by the Loan Parties that any representation or warranty is not correct as provided above and the Administrative Agent has, in its sole discretion, waived in writing (which may be by email) compliance with such representation or warranty), and (ii) no Default exists, will exist, or would result therefrom;

(d)    the Borrower Representative has provided the Administrative Agent notice of such Acquisition, and for any Acquisition involving total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and similar vendor-related Indebtedness assumed or incurred in connection with such Acquisition) in excess of $[REDACTED], upon the reasonable request of the Administrative Agent, the Borrower Representative has provided the Administrative Agent a copy of all business and financial information reasonably requested by the Administrative Agent and reasonably available to the Loan Parties (if any), including a copy of the draft acquisition documents, pro forma financial statements and statements of cash flow (it being understood that to the extent such financial information (if any) is not reasonably available to the Loan Parties fourteen (14) days prior to such Acquisition but becomes available to the Loan Parties thereafter, the Borrower Representative shall be deemed to have complied with this clause so long as it promptly provides such financial information to the Administrative Agent after its receipt thereof);

(e)    if such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall become either (i) a Loan Party and a wholly-owned Subsidiary of the BorrowerCRH Delaware or other Loan Party (other than CRH Canada) pursuant to the terms of this Agreement or (ii) a JV Entity in which any Loan Party owns or controls a majority of the voting Equity Interests in such JV Entity;

(f)    if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

(g)    if such Acquisition involves a merger or a consolidation involving thea Borrower or any other Loan Party, thesuch Borrower or such Loan Party, as applicable, shall be the surviving entity;

(h)    no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

(i)    in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person, other than Permitted Encumbrances and Liens permitted by Section 6.02(e) hereof, shall be terminated unless the Administrative Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated;

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(j)    for any Acquisition involving total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and similar vendor-related Indebtedness assumed or incurred in connection with such Acquisition) in excess of $[REDACTED], the Borrower Representative shall certify to the Administrative Agent (and provide the Administrative Agent with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent) that, after giving effect to the completion of such Acquisition (including total consideration, debt, costs and expenses and the maximum amount of all earn-out obligations and other contingent obligations), the BorrowerBorrowers will be in compliance, on a pro forma basis, with the financial covenants contained in Section 6.12(a) and (b);

(k)    the Borrower Representative shall have delivered to the Administrative Agent the final executed documentation relating to such Acquisition as soon as practicable prior to or upon the consummation thereof;

(l)    (k) thefor any Acquisition involving total consideration (including the maximum potential total amount of all deferred payment obligations (including earn- outs) and similar vendor-related Indebtedness assumed or incurred in connection with such Acquisition) for any Acquisition shall not exceed $[REDACTED];

(l) in excess of $[REDACTED], the Borrower shall have delivered to the Administrative Agent the final executed documentation relating to such Acquisition as soon as practicable prior to or upon the consummation thereofRepresentative has provided the Administrative Agent a copy of a quality of earnings or similar report from a nationally recognized accounting firm (or another third party firm reasonably acceptable to the Administrative Agent); and

(m)    for any Acquisition involving total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and similar vendor-related Indebtedness assumed or incurred in connection with such Acquisition) in excess of $[REDACTED], to the extent received by a Loan Party, promptly after receipt by such Loan Party, such Loan Party has provided to the Administrative Agent copies of any legal health care regulatory due diligence report or summary relating to such due diligence review, in each case to the extent deemed necessary by the Borrower Representative, subject to execution and delivery by the Administrative Agent of customary non-reliance letters and confidentiality agreements.

“Permitted Encumbrances” means:

(a)    Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not being contested in compliance with Section 5.04;

(c)    pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)    deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

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(e)    judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f)    easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of theany Borrower or any Subsidiary;

(g)    minor title defects, encroachments or irregularities that in the aggregate do not Materially impair the use of the affected property for the purpose for which it is used by that Person;

(h)    the right reserved to or vested in any municipality or Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by that person or by any statutory provision to terminate the lease, license, franchise, grant or permit, or to require annual or other payments as a condition to its continuance;

(i)    security given to a public utility or any Governmental Authority when required by the utility or authority in connection with the operations of that Person in the ordinary course of business; and

(j)    any Liens securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other secured indebtedness which has the benefit of security under this paragraph (j) does not exceed $[REDACTED]

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e) above.

“Permitted Investments” means:

(a)    direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. or Canada (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S. or Canada), in each case maturing within one year from the date of acquisition thereof;

(b)    investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating obtainable from S&P or from Moody’s of at least AA- and Aa3, respectively;

(c)    investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the U.S. or Canada or any state or province thereof, as applicable, which has a combined capital and surplus and undivided profits of not less than $[REDACTED];

(d)    fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

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(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by ▇▇▇▇▇’▇ and (iii) have portfolio assets of at least $[REDACTED].

“Permitted Minority Investment” means an acquisition by any Loan Party of the Equity Interests of a Person either in exchange for cash consideration or as in-kind consideration for entering into management services or development agreements with such Person, in each case following which acquisition the Loan Parties, taken as a whole, will not own or control a majority of the voting Equity Interests in such Person; provided that, the total cash consideration for all such acquisitions made during each fiscal year of the BorrowerBorrowers shall not exceed $[REDACTED] in the aggregate. The Borrower Representative shall have provided the Administrative Agent prior written notice of each such acquisition and a copy of all business and financial information related to such acquisition reasonably requested by the Administrative Agent and reasonably available to the Loan Parties (if any), and delivered to the Administrative Agent the final executed documentation relating to such acquisition as soon as practicable prior to or upon the consummation thereof.

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

“Plan” means (i) any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA or a “pension plan” or “plan” which is a “registered pension plan” as defined in the Income Tax Act (Canada), and in respect of which theany Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or (ii) a “pension plan” or “plan” which is a “registered pension plan” as defined in the Income Tax Act (Canada) or is subject to the funding requirements of applicable pension benefits legislation in any Canadian jurisdiction and is applicable to employees resident in Canada of a Loan Party.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“PPSA” means the Personal Property Security Act (British Columbia) as in effect from time to time or the equivalent personal property security legislation in any other province or territory of Canada which is required to be applied in connection with the creation, attachment, perfection or enforcement of any security interests.

“Pre-Amalgamation CRH” means CRH Medical Corporation, a corporation incorporated under the laws of British Columbia with British Columbia registration number BC0626013 and the “Borrower” under this Agreement immediately prior to the Fifth Amendment Effective Date and the consummation of the Well Health Reorganization.

“Prepayment Event” means:

(a)    any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of all or substantially all of the property or assets of any Loan Party or any Subsidiary for total consideration in aggregate for any fiscal year of at least $2,000,000; or

(b)    any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary with a fair value immediately prior to such event equal to or greater than $2,000,000; or

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(c)    the receipt by the Borrowers of any Specified Equity Contribution.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Product” means (i) those medical devices set forth (and described in reasonable detail) on Schedule 1.01(B) attached hereto, and (ii) any current or future medical product developed, manufactured, licensed, marketed, sold or otherwise commercialized by any Loan Party, Subsidiary or Managed Entity, including any such medical product currently in development.

“Projections” has the meaning assigned to such term in Section 5.01(f).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Company Costs” means costs and expenses relating to compliance with the provisions of securities laws, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, and, to the extent associated with, or incurred in anticipation of, or preparation for, compliance with the requirements applicable to companies with equity or debt securities held by the public, any costs and expenses relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing (or de-listing) fees.

“Public-Sider” means a Lender whose representatives may trade in securities of theHoldings or any Borrower or its Controlling person or any of its Subsidiaries while in possession of the financial statements provided by theHoldings or any Borrower under the terms of this Agreement.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $[REDACTED] at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means Equity Interests that are not Disqualified Equity Interests.

“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context requires).

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

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“Refinance Indebtedness” has the meaning assigned to such term in Section 6.01(f).

“Register” has the meaning assigned to such term in Section 9.04(b).

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

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

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

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

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, or dumping of any substance into the environment.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the BorrowerLoan Parties’s assets from information furnished by or on behalf of the BorrowerLoan Parties, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Required Lenders” means, subject to Section 2.20, at any time, at least two (2) Lenders having Revolving Exposure and unused Revolving Commitments together representing more than fifty percent (50%) of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such time; provided that for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Revolving Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving Exposure to the extent such Lender shall have funded its participation in the outstanding Swingline Loans. For purposes of this definition, a Lender, together with its Approved Funds and Affiliates, shall constitute one and the same Lender.

“Requirement of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws and Health Care Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Resolution Authority” means and EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the president, a Financial Officer or another executive officer of thea Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in theHoldings, any Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests or any payment of any management, executive compensation to holders of Equity Interests in the Loan Parties (other than pursuant to bona fide employee compensation plans), consulting or advisory, incentive or other similar fees.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $125,000,000as of the Fifth Amendment Effective Date is $175,000,000.

“Revolving Credit Maturity Date” means Oc toberApril 22, 20222025 (if the same is a Business Day, or if not then the immediately next succeeding Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“Revolving Exposure” means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and its Swingline Exposure at such time.

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.01.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

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“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority or (c) the Canadian government, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Criminal Code (Canada) and the Criminal CodeExport and Import Permits Act (Canada) and, in each case, the regulations promulgated thereunder.

“SBA” means the U.S. Small Business Administration.

“SBA PPP Loan” means and unsecured loan incurred by thea Borrower or other Loan Party under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES Act).

“SBA PPP Loan Date” means the date on which thea Borrower or other Loan Party receives the proceeds of a SBA PPP Loan.

“SEC” means the Securities and Exchange Commission of the U.S.

“Secured Obligations” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.

“Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing.

“Security Agreements” means, collectively, that certain General Security Agreement and Pledge Agreement (including any and all supplements thereto), dated as of the date hereofEffective Date, between the BorrowerCRH Canada and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, that certain General Security Agreement and Pledge Agreement (including any and all supplements thereto, including, without limitation, those supplements delivered on the Fifth Amendment Effective Date), dated as of the date hereofEffective Date, between CRH Delaware, the Guarantors and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as each may be amended, restated, supplemented or otherwise modified from time to time, including in connection with the Fifth Amendment to Credit Agreement and Consent.

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“Segregated Health Care Account” means, a deposit account of a Borrower or another Loan Party or a Managed Entity in the name of thesuch Borrower or such other Loan Party or such Managed Entity and under the sole dominion and control of thesuch Borrower or such other Loan Party or such Managed Entity maintained in accordance with the requirements of Section 5.14(b) hereof, the only funds on deposit in which constitute the direct proceeds of payments made by Governmental Payor Programs.

“Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Equity Contribution” has the meaning assigned to such term in Section 7.02.

“Statements” has the meaning assigned to such term in Section 2.18(f).

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D of the Federal Reserve Board. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Federal Reserve Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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

“Subsidiary” means any direct or indirect subsidiary of thea Borrower or a Loan Party, as applicable.

“[REDACTED]” means [REDACTED]., a Georgia professional company all the Equity Interests of which are directly owned by [REDACTED].

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“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of thea Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Sweep Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, between theany Borrower or another Loan Party maintaining a Segregated Health Care Account, the Administrative Agent and the applicable bank or other financial institution at which such Segregated Health Care Account is maintained, pursuant to which such bank or financial institution (i) agrees to automatically sweep amounts deposited in such Segregated Health Care Account to another account of thesuch Borrower or such other Loan Party subject to a tri-party account control agreement in favor of the Administrative Agent satisfying the requirements set forth in Section 5.14(b) hereof, as and when funds clear and become available in accordance with such bank’s or financial institution’s standard practices and procedures, and (ii) agrees not to change such standing sweep instructions until the date at least five (5) days (or such lesser period as the Administrative Agent may agree in its sole discretion or as may be required by applicable Governmental Payor Program laws, rules, regulations, orders, guidelines, requirements, manual provisions or policies) after the Administrative Agent’s and such bank or financial institution’s receipt of notice of the termination of such standing sweep instruction from thesuch Borrower or the applicable other Loan Party maintaining such Segregated Health Care Account.

“Swingline Commitment” means the amount set forth opposite Chase’s name on the Commitment Schedule as Swingline Commitment.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect to any Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender and (b) the principal amount of all Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“Swingline Lender” means Chase, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by Chase in its capacity as Administrative Agent or Issuing Bank shall be deemed given by Chase in its capacity as Swingline Lender as well.

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“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower Representative of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

“Third Party Payor Authorizations” shall mean, all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers required to participate in and receive reimbursement from a Third Party Payor Program, including all Medicare and Medicaid participation agreements.

“Third Party Payor Program” shall mean any Governmental Payor Program, or any other health care payment or reimbursement program in which a Loan Party, Subsidiary, or Managed Entity participates, including programs sponsored by private insurers or managed care plans.

“Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness determined for the Loan Parties and their Subsidiaries on a consolidated basis at such date.

“Total Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date; provided that solely for purposes of Section 6.12(b), to the extent any Loan Party or any Subsidiary makes any permitted acquisition or disposition during the period of four fiscal quarters of the BorrowerBorrowers most recently ended, the Total Leverage Ratio (including, without limitation, the calculation of EBITDA and Net Income used therein) shall be calculated after giving pro forma effect thereto in accordance with Section 1.06.

“Transactions” means the execution, delivery and performance by the BorrowerBorrowers of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“TRICARE” means a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation, and all Requirements of Law governing such program.

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“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, or the CB Floating Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UD Management Agreement” means the Anesthesia Management Services Agreement dated as of February 22, 2021 between GI Anesthesia of Georgia, LLC and CRH Anesthesia, as amended from time to time in a manner not materially adverse to the interests of Administrative Agent or any Lender.

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

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

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

“Unfinanced Capital Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Unrestricted Cash” means, as of any date of determination, that portion of the BorrowerBorrowers’ s and itstheir Subsidiaries’ aggregate cash and cash equivalents that is held by the BorrowerBorrowers on deposit with one or more financial institutions in the United States of America or Canada and that is not encumbered by or subject to any Lien, setoff (other than ordinary course setoff rights of a depository bank arising under a bank depository agreement for customary fees, charges and other account-related expenses due to such depository bank thereunder), counterclaim, recoupment, defense or other right in favor of any person, other than Liens securing the obligations under the Loan Documents and any applicable Permitted Encumbrances.

“U.S.” means the United States of America.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

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“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Well Health” means Well Health Technologies Corp., a corporation incorporated under the laws of British Columbia.

“Well Health Acquisition” means the acquisition of all of the issued and outstanding Equity Interests of CRH Canada by Well Health by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which CRH Canada became a wholly-owned direct subsidiary of Well Health and CRH Delaware became a wholly-owned direct subsidiary of Holdings and an indirect subsidiary of Well Health.

“Well Health Limited Recourse Guarantee and Pledge” means, individually or collectively, as applicable, (i) that certain limited recourse guarantee and pledge (including any and all supplements thereto), to be delivered on the Fifth Amendment Effective Date, among Well Health, the Administrative Agent and CRH Canada, for the benefit of the Administrative Agent and the other Secured Parties, whereby Well Health shall grant to the Administrative Agent a valid, perfected, and enforceable Lien on all right, title, and interest in the Equity Interests in CRH Canada and (ii) that certain limited recourse guarantee and pledge (including any and all supplements thereto), to be delivered on the Fifth Amendment Effective Date, among Well Health, the Administrative Agent and Holdings, for the benefit of the Administrative Agent and the other Secured Parties, whereby Well Health shall grant to the Administrative Agent a valid, perfected, and enforceable Lien on all right, title, and interest in the Equity Interests in Holdings.

“Well Health Reorganization” means, on the Fifth Amendment Effective Date, the amalgamation of Pre-Amalgamation CRH with CRH Acquisition Company Inc. and the immediately subsequent amalgamation of such amalgamated entity with Well Health Acquisition Corp. to form CRH Canada, in each case done in accordance with the laws of British Columbia.

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

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

[ALL NAMES OF INDIVIDUALS HAVE BEEN REDACTED]

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

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SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAPIFRS. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAPIFRS, as in effect from time to time; provided that if after the date hereof the Borrower migrates to IFRSBorrowers elect to migrate to GAAP (of which election to migrate the Borrower Representative shall have given prior written notice to the Administrative Agent) or there occurs any change in GAAPIFRS or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requestsBorrowers request an amendment to any provision hereof to eliminate the effect of such migration to IFRSGAAP or change in GAAPIFRS or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such migration to IFRSGAAP or change in GAAPIFRS or in the application thereof, then (x) such provision shall be interpreted on the basis of GAAPIFRS as in effect and applied immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (y) the Borrower Representative shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between the computation of any financial ratio or requirement set forth in any Loan Document made before and after giving effect to such election to apply IFRS. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect, including in Canada) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect, including in Canada) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

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(b)    Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAPIFRS on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

SECTION 1.05. Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.14(c) and (d) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower Representative, pursuant to Section 2.14(f), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(e)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 1.06. Pro Forma Adjustments for Acquisitions and Dispositions. To the extent thea Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the BorrowerBorrowers most recently ended, the InterestFixed Charge Coverage Ratio and Total Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the disposition of assets, are reasonably identifiable and factually supportable and are expected to have a continuing impact, as determined by the BorrowerBorrowers in good faith and, in the case of any such acquisition, on the basis of either (x) available, accurate and timely historic financial information either provided by the applicable seller or collected by the BorrowerBorrowers or any Subsidiary in respect of such purchase or (y) if such financial information is not available after the exercise of the BorrowerBorrowers’s commercially reasonable efforts to obtain it, the reasonably identifiable and factually supportable financial and operating impact of such acquisition on the BorrowerBorrowers and itstheir Subsidiaries, in each case as certified and detailed in writing to the Administrative Agent by a Financial Officer), as if such acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period. For purposes of calculation of the Interest Coverage Ratio and Total Leverage Ratio, the aggregate adjustment made in accordance with this Section 1.06 to the calculation of EBITDA (including any adjustment to Net Income as a component of EBITDA) to give pro forma effect to acquisitions permitted pursuant to Section 6.04 and dispositions of assets outside the ordinary course of business permitted by Section 6.05 (and any related incurrence, repayment or assumption of Indebtedness) shall not exceed[REDACTED]% of EBITDA in any period before giving effect to such adjustments.

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SECTION 1.07. Rounding. Any financial ratios required to be maintained by any Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.08. Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting LIBOR. As a result, it is possible that commencing in 2022, LIBOR may no longer be available or deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. In the event LIBOR is no longer available (or in certain other circumstances), Section 2.14(c) of this Agreement provides a mechanism for determining an alternative rate of interest. The Administrative Agent will inform the Borrower Representative, pursuant to Section 2.14(c), in advance of any change to the reference rate upon which the interest rate of Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” or with respect to such alternative, successor or replacement reference rate, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to or produce the same value or economic equivalence as the LIBO Rate or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans in dollars to the BorrowerBorrowers from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the BorrowerBorrowers may borrow, prepay and reborrow Revolving Loans.

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SECTION 2.02. Loans and Borrowings.

(a)    Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.

(b)    Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of CBFR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith. Each Swingline Loan shall be a CBFR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the BorrowerBorrowers to repay such Loan in accordance with the terms of this Agreement.

(c)    At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each CBFR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a CBFR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding.

(d)    Notwithstanding any other provision of this Agreement, ▇▇▇▇▇ Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower Representative or through Electronic System (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., Toronto time, three Business Days before the date of the proposed Borrowing or (b) in the case of a CBFR Borrowing, not later than noon, Toronto time, on the date of the proposed Borrowing; provided that any such notice of a CBFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Toronto time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such Borrowing Request shall specify the following information in compliance with Section 2.01:

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If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [Section Intentionally Omitted]

SECTION 2.05. Swingline Loans.

(a)    Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans to the BorrowerBorrowers, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the BorrowerBorrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall notify the Administrative Agent of such request by fax or through Electronic System, not later than noon, Toronto time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan available to the BorrowerBorrowers, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., Toronto time, on the requested date of such Swingline Loan.

(b)    The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 p.m., Toronto time, on a Business Day no later than 4:00 p.m., Toronto time on such Business Day and if received after 12:00 p.m., Toronto time, “on a Business Day” shall mean no later than 9:00 a.m. Toronto time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the BorrowerBorrowers (or other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the BorrowerBorrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the BorrowerBorrowers of any default in the payment thereof.

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SECTION 2.06. Letters of Credit.

(a)    General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period and the Issuing Bank may, but shall have no obligation, to issue such requested Letters of Credit pursuant to this Agreement. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.

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(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or fax (or transmit through Electronic System) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the BorrowerBorrowers shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and using such bank’s standard form (each, a “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the BorrowerBorrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $[REDACTED], (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).

(c)    Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.

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

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(e)    Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the BorrowerBorrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Toronto time, on (i) the Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., Toronto time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is received after 9:00 a.m., Toronto time, on the day of receipt; provided that the BorrowerBorrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerBorrowers’ s obligation to make such payment shall be discharged and replaced by the resulting CBFR Revolving Borrowing or Swingline Loan. If the Borrower  failsBorrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the BorrowerBorrowers in respect thereof, and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the BorrowerBorrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the BorrowerBorrowers of itstheir obligation to reimburse such LC Disbursement.