CREDIT AGREEMENT dated as of November 27, 2024 among THERATECHNOLOGIES INC. as Borrower and THE TORONTO-DOMINION BANK as Administrative Agent, Lead Arranger and Bookrunner and THE FINANCIAL INSTITUTIONS PARTY FROM TIME TO TIME TO THIS AGREEMENT as...

Exhibit 4.31

CREDIT AGREEMENT

dated as of November 27, 2024

among

THERATECHNOLOGIES INC.

as Borrower

and

THE TORONTO-DOMINION BANK

as Administrative Agent, Lead Arranger and Bookrunner

and

THE FINANCIAL INSTITUTIONS

PARTY FROM TIME TO TIME TO THIS AGREEMENT

as Lenders

SENIOR SECURED CREDIT FACILITIES

DENTONS CANADA LLP

TABLE OF CONTENTS

CREDIT AGREEMENT

PREAMBLE

THIS CREDIT AGREEMENT dated as of November 27, 2024 is made among THERATECHNOLOGIES INC. (hereinafter referred to as the “Borrower”), the lenders from time to time party to this Agreement, as lenders, THE TORONTO-DOMINION BANK, as administrative agent (in such capacity, the “Agent”), lead arranger (in such capacity, the “Lead Arranger”) and bookrunner;

WHEREAS the Borrower has requested, and the Lenders have agreed to make available to the Borrower, credit facilities subject to and upon the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions shall have the following meanings:

“Acceding Lender” has the meaning set out in Section 2.3(a) .

“Accordion” has the meaning set out in Section 2.3(a).

“Acquisition” means (A) a transaction or series of transactions whereby a Person acquires all or a substantial portion of the issued and outstanding Capital Stock or the assets of another Person, or any investment by a Person in any other Person which is not a Subsidiary as a result of which (i) such Person would become a Subsidiary of the Borrower, or (ii) subject to restrictions applicable to such a transaction contained in this Agreement, such Person would be merged or amalgamated with the Borrower or any other member of the Borrower Group, or (B) a Drug Acquisition.

“Adjusted Daily Compounded ▇▇▇▇▇” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded ▇▇▇▇▇ for such calculation plus (b) the Credit Adjustment Spread; provided that if Adjusted Daily Compounded ▇▇▇▇▇ as so determined shall be less than the Floor, then Adjusted Daily Compounded ▇▇▇▇▇ shall be deemed to be the Floor.

“Adjusted Daily Simple SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Daily Simple SOFR for such calculation plus (b) the Credit Adjustment Spread; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, then the Adjusted Daily Simple SOFR will be deemed to be the Floor.

“Adjusted Term ▇▇▇▇▇” means, for purposes of any calculation, the rate per annum equal to (a) Term ▇▇▇▇▇ for such calculation plus (b) the Credit Adjustment Spread; provided that if Adjusted Term ▇▇▇▇▇ as so determined shall ever be less than the Floor, then Adjusted Term ▇▇▇▇▇ shall be deemed to be the Floor.

“Adjusted Term SOFR” means, for purposes of any calculation, the sum of Term SOFR for such calculation and the Credit Adjustment Spread, provided that if the Adjusted Term SOFR so determined is less than the Floor, then the Adjusted Term SOFR shall be deemed to be the Floor.

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

“Agent” has the meaning set out in the introductory paragraph to this Agreement and any successor in such capacity.

“AML Legislation” has the meaning set out in Section 11.1(p).

“Anti-Corruption Laws” has the meaning set out in Section 11.1(o).

“Applicable Laws” means, at a particular time and with respect to any person, property, transaction or event, all then applicable laws, statutes, regulations, rules, orders, codes, treaties, conventions, judgments, awards, determinations and decrees of any governmental, regulatory, fiscal or monetary body or court of competent jurisdiction in any applicable jurisdiction.

“Applicable Margin” means the margins set out in Schedule 5 used in determining the rate of interest on Borrowings outstanding as Prime Rate Advances, US Base Rate Advances, ▇▇▇▇ ▇▇▇▇▇ Advances, Daily Compounded ▇▇▇▇▇ Advances, Daily Simple SOFR Advances or Term SOFR Advances.

“Applicable Rate” means the rate as set out in Schedule 5 used in determining the Lenders’ Standby Fee, or L/C Rate.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee and accepted by the Agent and, as applicable, the Borrower, in substantially the form of Exhibit F or any other form approved by the Agent.

“Available Currencies” means US Dollars and Cdn Dollars, and “Available Currency” means any one of them, as applicable.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “SOFR Interest Period” or “▇▇▇▇▇ Interest Period” pursuant to Section 12.5(e).

“Bank Products and Services” means any of the following products or services provided by a Lender (or any Affiliate thereof) to the Credit Parties (and each or any of them) in the ordinary course of business: (a) automated clearing house transactions, (b) cash management services, including treasury, depository, overdraft, electronic funds transfer, cash pooling and other cash management arrangements; (c) credit or debit card, (d) purchase cards, and (e) any other similar banking products or services.

“Bank Products and Services Obligations” means any obligation of any Credit Party pursuant to or in connection with Bank Products and Services.

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“Benchmark” means initially, (i) in the case of a Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance, the Term ▇▇▇▇▇ Reference Rate or Daily Compounded ▇▇▇▇▇, as applicable, and (ii) in the case of a Term SOFR Advance or Daily Simple SOFR Advance, the Term SOFR Reference Rate or Daily Simple SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to the Term ▇▇▇▇▇ Reference Rate, the Daily Compounded ▇▇▇▇▇, the Term SOFR Reference Rate or the Daily Simple SOFR, as applicable, 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 Section 12.5(a).

“Benchmark Replacement” means, with respect to any applicable Benchmark Transition Event,

If the Benchmark Replacement as so determined would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

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

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

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) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current

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Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 12.5 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 12.5.

“Blocked Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including: (i) a Person that is listed in the annex to Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to Executive Order No. 13224; (iii) a Person or entity that is targeted by any US Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person or entity that is named on the List of Specially Designated Nationals and Blocked Persons with the designation “SDT” or “SDGT” on the most current version of such list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website; (vi) a Person or entity that is on the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (RIUNRST) and the United Nations Al-Qaida and Taliban Regulations (UNAQTR) published by the Office of the Superintendent of Financial Institutions Canada; (vii) any Person operating, organized or resident in a Sanctioned Country, unless the activities undertaken by the Person in the country or territory subject to Sanctions are lawful and in compliance with the Applicable Laws of such Person’s jurisdiction of organization or formation, or (viii) a Person or entity who is affiliated with a Person or entity listed above.

“Borrower” has the meaning set out in the introductory paragraph to this Agreement and includes its successors and permitted assigns.

“Borrower’s Account” means (i) an account or accounts maintained by the Borrower with the Agent at any Branch of Account for purposes of receiving Borrowings, and (ii) in respect of any Borrowing under the Swingline, the applicable current account(s) of the Borrower in Cdn$ or US$, maintained at a branch of account of the Swingline Lender.

“Borrower Group” means collectively, the Borrower, and all present and future, direct or indirect, Subsidiaries of the Borrower, save and except the Oncology Subsidiary.

“Borrowing” means each use of the Credit Facilities (including an Overdraft in the case of the Swingline) as well as any Rollovers or the Conversion of one use into another, and all such usages outstanding at any time are “Borrowings”.

“Borrowing Option” has the meaning set out in Section 2.6.

“Borrowing Request” means a notice from the Borrower requesting a Borrowing substantially in the form annexed as Exhibit B.

“Branch of Account” means (i) such branch or office of TD as the Agent may designate from time to time, and (ii) with respect to the Swingline, such branch or office of the Swingline Lender as the Swingline Lender may designate from time to time.

“Break Costs” means the break costs payable pursuant to Section 12.2.

“Business Day” means a day, excluding Saturday, Sunday and any other day which is a legal holiday, on which banking institutions are open for business in Montreal, Québec and Toronto, Ontario (and New York

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(New York) for US Base Rate Advances and, where used in the context of a Term SOFR Advance, “Business Day” means any day that is also a U.S. Government Securities Business Day.

“Canadian Pension Plan” means each pension plan required to be registered under Canadian federal or provincial law that is established, maintained or contributed to by a Borrower or any Subsidiary of any Borrower for its Canadian employees or former Canadian employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Capital Expenditures” means the aggregate amount actually paid in any Fiscal Year by a Person for or in connection with the acquisition or maintenance of assets required to be capitalized in accordance with IFRS plus capitalized research and development expenses. For greater certainty, milestone payments related to Drug Acquisitions will not be considered Capital expenditures.

“Capital Lease” shall mean, with respect to any Person, any Lease (other than an Operating Lease) of any property (whether real (immovable), personal (movable) or mixed) by such Person as lessee that, in accordance with IFRS, either would be required to be classified and accounted for as a Lease on a balance sheet of such Person or otherwise would be disclosed as such in a note to such balance sheet.

“Capital Stock” means any and all shares, interests (including membership interests and partnership interests) or other equivalents (however designated and whether voting or non voting) of capital stock of a corporation, any and all equivalent or similar ownership interests in a Person (other than a corporation) and any and all warrants or options or other arrangement to purchase any of the foregoing, whether now outstanding or issued after the date hereof.

“Cash Equivalents” means:

“Cdn Dollars”, “Canadian Dollars”, “Cdn$”, and “Dollars” each means the lawful currency of Canada.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Applicable Laws, (ii) any change in any Applicable Laws or in the

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administration, interpretation or application thereof by any Governmental Authority, or (iii) the making or issuance of any Applicable Laws by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or Canadian or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, if enacted, adopted or issued after the Closing Date.

“Closing Date” means the date on which the Agent will have confirmed to the Borrower that the conditions precedent set forth in Section 8.1 have been satisfied or waived in writing.

“Collateral” means all assets, rights, property, undertaking or interests in the property of the Credit Parties subject to the Security and the Proceeds and products thereof.

“Collateral Access Agreement” means a landlord agreement, bailee letter, non-disturbance agreement, acknowledgement agreement or similar agreement executed by any lessor, mortgagee, warehouseman, processor, consignee or other Person (other than a Credit Party) in possession of, having a lien upon, or having rights or interests in any location at which assets of the Credit Parties are situated, in favour of and in form and content satisfactory to the Majority Lenders.

“Consolidated Financial Statements” means the consolidated financial statements of the Borrower prepared on a consolidated basis and in accordance with IFRS.

“Commitment” means, with respect to each Lender from time to time, the aggregate amount of Borrowings that such ▇▇▇▇▇▇ has agreed to make at that time as set out on Schedule 1 to this Agreement (which will be amended by the Agent from time to time as other Persons become Lenders or the Commitments of current or future Lenders are hereafter assigned, modified, cancelled, reduced, increased or otherwise changed pursuant to the provisions of this Agreement).

“Compliance Certificate” means a certificate of a senior financial officer of the Borrower required to be delivered to the Agent from time to time pursuant to this Agreement, the form of which is attached hereto as Exhibit E.

“Conforming Changes” means, with respect to the use or administration of a Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of “Business Day,” the definition of “▇▇▇▇▇”, “▇▇▇▇▇ Interest Period”, the definition of “Adjusted Term ▇▇▇▇▇”, the definition of “Adjusted Daily Compounded ▇▇▇▇▇”, the definition of “SOFR Interest Period, the definition of “Adjusted Term SOFR”, the definition of “Term SOFR”, the definition of “U.S. Government Securities Business Day” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of Borrowing Requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Agent decide may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determine that no market practice for the administration of any such rate exists, in such other

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manner of administration as the Agent decide is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Contaminant” includes, without limitation, any pollutant, dangerous substance, liquid waste, industrial waste, hazardous material, hazardous substance or contaminant which is or becomes listed, regulated or addressed under any Environmental Law.

“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. Without limiting the generality of the foregoing (i) a Person is deemed to Control a corporation if such Person (or such Person and its Affiliates) holds outstanding shares of the corporation carrying votes in sufficient number to elect a majority of the board of directors of the corporation, (ii) a Person is deemed to Control a partnership if such Person (or such Person and its Affiliates) holds more than 50% in value of the equity of the partnership, (iii) a Person is deemed to Control a trust if such Person (or such Person and its Affiliates) holds more than 50% in value of the beneficial interests in the trust, and (iv) a Person that controls another Person is deemed to Control any Person controlled by that other Person; “Controlling” and “Controlled” have corresponding meanings.

“Conversion” means a conversion from one Borrowing Option to another Borrowing Option.

“Conversion Date” means, in relation to a Borrowing, the date specified in a Conversion Notice or deemed as the date on which the Borrower has elected to effect a Conversion of such Borrowing.

“Conversion Notice” means a notice from the Borrower requesting a Conversion substantially in the form annexed as Exhibit A.

“▇▇▇▇▇” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“▇▇▇▇▇ Interest Period” means, with respect to each Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance, the initial period (subject to availability) of 1 or 3 months commencing on and including the date specified in the Borrowing Request applicable to such Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance and ending on and excluding the last day of such initial period, and thereafter, each successive period (subject to availability) of approximately 1 or 3 months as selected by the Borrower and notified to the Agent in writing commencing on and including the last day of the prior ▇▇▇▇▇ Interest Period; provided however that, with respect to a ▇▇▇▇▇ Interest Period:

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“Credit Adjustment Spread” means:

“Credit Facilities” means, collectively, the Revolving Facility and the Term Facility; and “Credit Facility” means either of them as the context required.

“Credit Obligations” means, at any time, collectively (i) all direct and indirect, contingent and absolute, obligations and liabilities of the Credit Parties (and each or any of them) to the Agent and the Lenders under or in connection with this Agreement and the other Loan Documents (including for greater certainty all Guarantee Agreements and the Security Documents) at such time, including, without limitation, the principal, all accrued and unpaid interest thereon, Break Costs and other fees, expenses, indemnities and other amounts payable by the Borrower to the Agent and the Lenders pursuant to this Agreement and the other Loan Documents; (ii) all Hedging Obligations, and (iii) all Bank Products and Services Obligations; except that if otherwise specified or required by the context, “Credit Obligations” shall mean any of the foregoing.

“Credit Parties” means each of the Borrower and the Guarantors and “Credit Party” means any one of them.

“Daily Compounded ▇▇▇▇▇” means, for any day in a ▇▇▇▇▇ Interest Period, ▇▇▇▇▇ with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a five Business Days lookback) being established by the Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded ▇▇▇▇▇ for business loans; provided that if a Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Benchmark Replacement Date with respect to ▇▇▇▇▇ has not occurred, then, in respect of any day for which ▇▇▇▇▇ is required, references to ▇▇▇▇▇ will be deemed to be references to the last provided or published ▇▇▇▇▇. For the purpose of this definition, “Business Days” means a day, excluding Saturday, Sunday and any other day which is a legal holiday, on which banking institutions are open for business in Toronto, Ontario.

“Daily Compounded ▇▇▇▇▇ Advance” means a Borrowing that bears interest at a rate based on Adjusted Daily Compounded ▇▇▇▇▇ plus the Applicable Margin.

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“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, the “SOFR Determination Day”), that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a US Government Securities Business Day, the US Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by NYFRB (or a successor administrator of the secured overnight financing rate); provided, however, that if as of 5:00 p.m. (New York City time) on any SOFR Determination Day, Daily Simple SOFR for the applicable tenor has not been published by NYFRB (or a successor administrator of the secured overnight financing rate).and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then Daily Simple SOFR will be Daily Simple SOFR as published by NYFRB (or a successor administrator of the secured overnight financing rate).on the first preceding US Government Securities Business Day for which Daily Simple SOFR was published by NYFRB (or a successor administrator of the secured overnight financing rate).so long as such first preceding US Government Securities Business Day is not more than three (3) US Government Securities Business Days prior to such SOFR Determination Day.

“Daily Simple SOFR Advance” means a Borrowing denominated in US Dollars bearing interest at a rate based on the Adjusted Daily Simple SOFR, plus the Applicable Margin.

“Debt” or “Total Debt” means, in respect of any Person, at the relevant time (without duplication) all obligations that under IFRS should be classified on such Person’s balance sheet as liabilities or to which reference should be made by footnotes thereto including, without limitation (and whether or not so classified):

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but excluding (i) all future income taxes, trade accounts payable and all other accrued obligations and liabilities incurred in the ordinary course of business (other than Leases), (ii) redeemable preferred stock (including redemption amounts in relation therewith) subordinated pursuant to the subordination agreement referred to in Section 9.7, and (iii) Long-Term Incentive Compensation Programs Payments;

“Default” means any event or condition that, with the giving of notice, the passage of time or otherwise, would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (i) has failed to fund any portion of any Borrowing or participation therein required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, unless such failure has been cured, (ii) has otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such failure has been cured, (iii) has notified the Borrower or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or (iv) has become insolvent or become the subject of a dissolution, liquidation, winding-up, receivership, bankruptcy or insolvency proceeding, or control of which has been taken by any Governmental Authority, or the shares and subordinated debt of which shall have been vested in Canada Deposit Insurance Corporation or any other Governmental Authority.

“Derivative Instrument” means any rate swap, rate cap, rate floor, rate collar, currency exchange transaction, forward rate agreement or other exchange, hedging or rate protection transaction, or any combination of such transactions or agreements or any option with respect to any such transaction used for hedging purposes.

“Distribution” means (i) the purchase, redemption, defeasance, retirement or other acquisition by a Person of any shares of any class of its Capital Stock, (ii) the payment of any dividend or any other kind of distribution of capital, (iii) any amount paid or repaid on any Debt to a shareholder or Related Party, and

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(iv) any other payment to any shareholder or Related Party (other than salaries paid in the ordinary course of business); provided that, for the avoidance of doubt, “Distribution” shall not include (y) the payment of any fees to a shareholder for services rendered as an employee, director or officer, and (z) Long-Term Incentive Compensations Program Payments.

“Donidalorsen Acquisition” means the in-licensing by the Borrower from Ionis Pharmaceuticals, Inc. of all rights to commercialize Donidalorsen in Canada in consideration of, among other things, an upfront payment, which combined with the upfront amount payable in connection with the Olezarsen Acquisition, does not exceed US$10,000,000 and with terms and conditions substantially as set out in the draft form of licence agreement delivered to the Agent prior to the date hereof.

“Drawdown Date” means, in relation to a Borrowing, the date specified in a Borrowing Request or deemed as the date on which the Borrower has requested a Borrowing.

“Drug Acquisition” means any acquisition (including any license or any acquisition of any license) solely or primarily of all or any portion of the rights in respect of one or more drugs or pharmaceutical products, whether in development or on market (including related intellectual property).

“EBITDA” means, in respect of any twelve-month period ending at any given date, all determined on a consolidated basis in accordance with IFRS, the consolidated net income of the Borrower in such period (excluding the Oncology Subsidiary) plus (to the extent such items have been deducted in calculating net income):

The following add-backs to EBITDA (to the extent deducted in calculating EBITDA for the applicable period) are permitted, subject to documenting such expenses to the satisfaction of the Majority Lenders:

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For greater certainty, (i) the EBITDA for the Fiscal Quarter ended on November 30, 2023 will be deemed to be US$4,885,000, (ii) the EBITDA for the Fiscal Quarter ended on February 28, 2024 will be deemed to be -US$340,000, (iii) the EBITDA for the Fiscal Quarter ended on May 31, 2024 will be deemed to be US$5,488,000, and (iv) the EBITDA for the Fiscal Quarter ended on August 31, 2024 will be deemed to be US$6,560,000.

“Eligible Assignee” means any financial institution (other than, for greater certainty, a natural Person, the Borrower, a Guarantor or any Affiliate of a Guarantor), in respect of which any consent that is required by Section 14.2 has been obtained.

“Environmental Laws” means any and all published federal, provincial, local and applicable foreign statutes, laws, regulations, ordinances, rules, and all orders, decrees, permits and licences applicable to the members of the Borrower Group or the Theratechnologies Business relating to the protection of the environment, to the release by the Borrower of any hazardous materials into the environment or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, industrial substances, toxic substances, hazardous substances or wastes, or any Environmentally-sensitive Activity.

“Environmentally-sensitive Activity” means any activity, event or circumstance in respect of a Contaminant, including, without limitation, its storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation, or its release into the natural environment, including movement through or in the air, soil, surface water or groundwater.

“Equivalent Amount” means, on any date, with respect to the specified amount of any specified currency the amount of any other currency after giving effect to a conversion of the specified amount of the first currency to the other currency at the spot rate quoted for wholesale transactions by the Agent (or, if the Agent does not provide such spot rate quotation, a quoted rate from another financial institution selected by the Agent), provided that if the conversion is of Canadian Dollars to US Dollars or of US Dollars to Canadian Dollars, the rate used shall be the rate of exchange published by The Bank of Canada at 4:30 P.M. on the Business Day preceding the day as of which any determination of such rate is required to be made under the terms hereof as the spot rate for conversions of any currency into another currency. With respect to the calculation of the Standby Fees, outstanding Borrowings in Canadian Dollars on each day during the Fiscal Quarter shall be converted into the Equivalent Amount in US Dollars by applying the monthly average Bank of Canada rate posted on the last Business Day of the applicable month during such Fiscal Quarter.

“ERISA” means the Employee Retirement Income Security Act of 1974 of the United States, as amended from time to time.

“ERISA Affiliate” means any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the US Revenue Code of which a member of the

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Borrower Group is a member, and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the US Revenue Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the US Revenue Code, described in Section 414(m) or (o) of the US Revenue Code of which a member of the Borrower Group is a member.

“Erroneous Payment” has the meaning set out in Section 16.7.

“Event of Default” has the meaning set out in Section 13.1.

“Excluded Taxes” has the meaning set out in Section 7.11.

“Exclusive License” means any license granting, inter alia, exclusive rights to commercialize a drug or other pharmaceutical product line in Canada or the United States of America with a term greater than 5 years.

“Existing Marathon Debt” means all Debt (in principal, interest and fees (including prepayment penalty and make-whole fees) owing by the members of the Borrower Group under the credit facilities made available by MAM Tiger Lender LLC and Marathon Healthcare Finance Fund, L.P. pursuant to a credit agreement dated as of July 20, 2022, as amended.

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

“Federal Funds Effective Rate” means, for any day, an annual interest rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average quotations for the day of such transactions received by the Agent from three (3) federal funds brokers of recognized standing selected by the Agent. provided, however, if the Federal Funds Effective Rate determined as provided above would be less than the Floor, the Federal Funds Effective Rate shall, in such circumstances, be deemed to be the Floor for purposes of this Agreement.

“Fee Letter” means the fee letter entered into between the Borrower and the Agent on or about the Closing Date.

“Final Maturity Date” means November 27, 2027 provided that if such date is not a Business Day, then the Final Maturity Date will fall on the preceding Business Day.

“Fiscal Quarter” means, in respect of the members of the Borrower Group, any three month period ending on February 28, May 31, August 31 and November 30 in a Fiscal Year.

“Fiscal Year” means, (i) the Borrower’s fiscal year ending on November 30, or (iii) such other fiscal year as may be proposed by the Borrower and agreed to by the Agent acting on the instructions of the Majority ▇▇▇▇▇▇▇.

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“Fixed Charge Coverage Ratio” means, in respect of any period for the Borrower on a consolidated basis (expressly excluding the Oncology Subsidiary), the ratio of: (i) EBITDA for the trailing twelve-month period ending on the date that EBITDA is determined, less (a) all Capital Expenditures during such period, (b) cash taxes, (c) any cash Long-Term Incentive Compensation Programs Payments, and (d) to the extent such items have not been deducted in calculating net income (i) purchase price adjustments paid during such period with respect to a Permitted Acquisition, (ii) earnouts and other contingent payments paid during such period with respect to a Permitted Acquisition, (iii) royalties (including, without limitation, any buydown of royalty rates) and Milestone Payments paid during such period, and (v) all other similar payments pursuant to research and development, licensing, collaboration or development agreements or similar agreements paid during such period, divided by (ii) the sum of (a) all Interest Expense paid in cash or Cash Equivalents for the trailing twelve-month period ending on the date that EBITDA is determined, and (b) scheduled principal payments made on Debt in respect of the twelve-month period following the date on which EBITDA is determined, all as determined in accordance with IFRS.

Notwithstanding the foregoing, Milestone Payments will not be deducted from EBITDA for any relevant period for the purpose of calculating the Fixed Charge Coverage Ratio if (i) Liquidity is greater than [REDACTED: AMOUNT] on the date on which EBITDA is calculated and after giving effect to such Milestone Payments, and (ii) the Total Debt to EBITDA Ratio is not greater than [REDACTED: RATIO] on the date on which EBITDA is calculated and after giving effect to such Milestone Payments.

On the Closing Date and for the first 3 Fiscal Quarters following the Closing Date, interest payments as the denominator in the Fixed Charge Coverage Ratio shall be calculated on a cumulated annualized basis for the first three Fiscal Quarters following the Closing Date (P +I in the denominator for the first three Fiscal Quarters (i.e Q1 x 4, (Q1 +Q2) x 2, (Q1 + Q2 + Q3) x 4/3)).

“Floor” means the interest rate per annum of interest equal to 0%.

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

“Governmental Authority” means the government of any nation, province, territory, municipality, state or other political subdivision of any nation and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Agreements” means, collectively, the agreement creating the guarantees granted from time to time in favour of the Agent, for the benefit of the Secured Parties, pursuant to the terms hereof, and “Guarantee Agreement” means any one of them.

“Guarantees” means the solidary (joint and several) guarantees granted by the Borrower and the Guarantors pursuant to the Guarantee Agreements, and “Guarantee” means any one of them.

“Guarantor Coverage Requirement” has the meaning given in Section 9.1.

“Guarantors” means, at any time, any Person that has entered into, or acceded to, a Guarantee Agreement, and “Guarantor” means any one of them as the context requires. On the Closing Date, there are no Guarantors.

“Hedge Contract” means any Derivative Instrument entered into between a member of the Borrower Group and any Hedge Contract Counterparty.

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“Hedge Contract Counterparty” means any Lender (or any Affiliate thereof) which is a counterparty to a Hedge Contract entered into from time to time with the Borrower or other member of the Borrower Group.

“Hedging Exposure” means, on any date of determination, the aggregate amount that would be payable to any Hedge Contract Counterparty by a member of the Borrower Group on such date as if all Hedge Contracts were being terminated on that day, calculated based on the market value of any Hedge Contract for which the market value is negative from the perspective of a member of the Borrower Group (that is, the member of the Borrower Group is “out of the money”). The market value is the aggregate amount that would have to be paid by a member of the Borrower Group to a Hedge Contract Counterparty under any Hedge Contract as determined and calculated by the applicable Lender in connection with any Hedge Contract between a member of the Borrower Group and such Lender, or by the applicable member of the Borrower Group in connection with any Hedge Contract between a member of the Borrower Group and a Person that is not a Lender, in each case, using commercially reasonable estimates at mid-market, as such amount may be reduced to the extent that the market value of another Hedge Contract entered into by a member of the Borrower Group with the same Hedge Contract Counterparty is positive from the perspective of such member of the Borrower Group and a netting arrangement between such member of the Borrower Group and such Hedge Contract Counterparty is in place.

“Hedging Obligations” means all present and future indebtedness, liabilities and obligations, direct or indirect, absolute or contingent, matured or unmatured, of the Credit Parties to the Lenders and Affiliates of the Lenders under or pursuant to Hedge Contracts (including the Hedging Exposure thereof) and the ISDA Master Agreement.

“IFRS” means the international financial reporting standards, consistently applied.

“Income Taxes” means taxes based on or measured by income or profit of any nature of kind.

“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.

“ISDA Master Agreement” means the applicable standard master agreement of the International Swaps and Derivatives Association, Inc. in effect from time to time entered into by a Credit Party with any Lender or Affiliate of a Lender and includes all its schedules, credit support annexes and all confirmations documented pursuant thereto.

“Indemnified Taxes” has the meaning set out in Section 7.11.

“Interest Expense” means, in respect of a Person for any period, the sum of all interest charges (including imputed interest charges with respect to Leases and all amortization of debt discount and expense) payable by such Person during such period, determined in accordance with IFRS, but for greater certainty “Interest Expense” will not include agency fees, arrangement fees, structuring fees, fees relating to the granting of consents, waivers, amendments, extensions or restructurings, the reimbursement of costs and expenses, and any similar amounts which may be charged from time to time in connection with the establishment, administration or enforcement of credit facilities.

“Interest Payment Date” means:

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“IQ Maturity Date” means May 27, 2028.

“IQ Subordinated Debt” means the loan in the initial amount of US$15,000,000 to be made available by Investissement Québec to the Borrower subject to terms and conditions satisfactory to the Majority Lenders. The obligations of the Borrower under the IQ Subordinated Debt will be subordinated and postponed to the prior payment in full of the Secured Obligations pursuant to a IQ Subordination Agreement, satisfactory to the Majority Lenders. The terms of the IQ Subordinated Debt will be satisfactory to the Majority Lenders and provide, inter alia, that (i) security granted under the IQ Subordinated Debt are the same as the Security granted in favour of the Lenders, (ii) maturity of the IQ Subordinated Debt will be at least 180 days after the Final Maturity Date of the Credit Facilities, and (iii) covenants under the IQ Subordinated Debt to be the same or less restrictive than the covenants under this Agreement.

“IQ Subordinated Debt Documents” means (i) the credit agreement in the French language to be entered into between Investissement Québec, as lender, and the Borrower, as borrower, providing for a term loan in an aggregate principal amount not exceeding US$15,000,0000 and (ii) the deed of hypothec and other security documents to be executed by the Borrower in favour of Investissement Québec in connection therewith.

“IQ Subordination Agreement” means the subordination agreement entered into on or about the Closing Date between the Agent, as senior lender, and IQ, as subordinated lender, as amended, restated or otherwise modified from time to time. The IQ Subordination Agreement in respect of the IQ Subordinated Debt will provide, inter alia, for (i) no payment of principal as long as any Secured Obligations are outstanding, (ii) payment of cash interest permitted only prior to the occurrence of a Cas de défaut senior majeur, as defined in the IQ Subordination Agreement, or standstill period, (iii) no assignment of the IQ Subordinated Debt, unless the assignee is bound by the terms of the IQ Subordination Agreement, (iv)

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standstill period of [REDACTED: TIME PERIOD], and (v) no material changes to the terms and conditions of the IQ Subordinated Debt without Majority Lenders’ prior written consent.

“JPMorgan Credit Card Obligations” means all obligations of the members of the Borrower Group (or any one thereof) under credit cards issued by JPMorgan Chase Bank for employees of the members of the Borrower Group (or any one thereof) in connection with the Theratechnologies Business;

“L/C Borrowing” means a Borrowing by way of issuance of Letters of Credit.

“L/C Fee” means a fee payable by the Borrower with respect to the issuance of a Letter of Credit and calculated on the face amount of such Letter of Credit at the applicable L/C Rate on the basis of the number of days in the term of the Letter of Credit and a year of 365 or 366 days. L/C Fees are payable (i) in US Dollars with respect to a Letter of Credit issued in US Dollars or in any other currency (except for Cdn Dollars) using the Equivalent Amount in US Dollars, and (ii) in Cdn Dollars with respect to a Letter of Credit issued in Cdn Dollars.

“L/C Lender” means The Toronto-Dominion Bank, as the issuer of Letters of Credit hereunder and any successor thereto in such capacity.

“L/C Rate” means, from time to time in respect of a L/C Borrowing under the Revolving Facility, the Applicable Rate.

“Lease” means, with respect to any person, any lease or other arrangement relating to real or personal property which should, in accordance with IFRS, be required to be classified and accounted for as a lease.

“Lenders” means all banks and financial institutions signatory hereto or who from time to time become party to this Agreement as a Lender hereunder and have a Commitment in respect of the Credit Facilities as set out in Schedule 1 attached hereto, as such Schedule may hereafter be amended from time to time, and each of their respective successors and assigns, and “Lender” means any one of them.

“Lending Branch” means the branch or office designated from time to time in writing to the Agent by each Lender as the branch or office from which such Lender funds the Borrowings and to which the Agent is to forward payments received from the Borrower hereunder.

“Letter of Credit” or “L/C” means a documentary or standby letter of credit or letter of guarantee denominated in an Available Currency or any other freely convertible currency acceptable to the L/C Lender in form and substance acceptable to the L/C Lender and issued by the L/C Lender pursuant to this Agreement at the request of the Borrower.

“Lien” means, with respect to any asset, (i) any hypothec, prior claim, security interest, mortgage, deed of trust, lien, pledge or other encumbrance affecting such asset, and (ii) the interest of a vendor or a lessor under any installment or conditional sale agreement, or under any Lease.

“Liquidity” means, at any time, the sum of (i) Unrestricted cash and Cash Equivalents on deposit with a Lender or an Affiliate of a Lender (provided that a control agreement in form and substance satisfactory to the Agent is entered into between the applicable Affiliate of a Lender and the Agent), and (ii) the aggregate unused amount of the Total Commitment under the Revolving Facility. For greater certainty the NBC Bonds will not be considered as Liquidity for the purpose of this definition.

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“Loan Documents” means this Agreement, the Security Documents, the IQ Subordination Agreement, the Guarantee Agreements and all other agreements, fee letters, documents and instruments now or hereafter executed and/or delivered pursuant to or in connection with any of the foregoing and any and all amendments, supplements or restatements thereof.

“Long-Term Incentive Compensation Programs Payment” means, any payment made by the Borrower resulting from the redemption of long-term incentive compensation programs granted from time to time to directors, officers, employees and certain consultants of the Borrower;

“Majority Lenders” means:

Provided however that the Commitment of any Defaulting Lender shall be excluded from all calculations for purposes of making determination of the Majority Lenders.

“Material Adverse Change” means any change, condition, event or occurrence which, when considered individually or together with other changes, conditions, events or occurrences, could reasonably be expected to have a Material Adverse Effect.

“Material Adverse Effect” means any matter, event or circumstances that, individually or in the aggregate, had or would reasonably be expected to have a material adverse effect on (i) the business, operations, properties, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and Guarantors taken as a whole; (ii) the validity or enforceability of this Agreement or any other Loan Documents, (iii) the rights and remedies of the Agent or any Lender under the Loan Documents (as defined herein); or (iv) the ability of the Borrower and Guarantors to perform and discharge their obligations under the Loan Documents.

“Material Contract” has the meaning given in Section 10.1(l).

“Material Default” means an Event of Default listed in Section 13.1(a), Section 13.1(b), Section 13.1(c), Section 13.1(g), Section 13.1(h), Section 13.1(p) or Section 13.1(q).

“Material Permits and Licenses” has the meaning given in Section 10.1(m).

“Milestone Payments” means milestone payments payable in cash in connection with any Permitted Acquisition or other Acquisition (including any Drug Acquisition) of any rights in respect of any drug or other pharmaceutical product (and any related property or assets) to sellers (or licensors) of the assets or Capital Stock acquired (or licensed) therein. Milestone Payments will include (i) the Milestone Payments to be made by the Borrower to Ionis Pharmaceuticals Inc. as a result of the Donidalorsen Acquisition and the Olezarsen Acquisition, and (ii) any other Milestone Payments payable by the Borrower to Taimed or other Persons from time to time, as agreed to by the Majority Lenders in advance in writing.

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“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by any member of the Borrower Group or any ERISA Affiliate and which is covered by Title IV of ERISA.

“NBC Bonds” means the municipal bond portfolio held by the Borrower in the NBC Securities Account.

“NBC Securities Account” means the securities account opened with National Bank Financial and bearing account number [REDACTED: ACCOUNT NUMBER].

“NBC Letter of Credit” means the annually reducing letter of credit number [REDACTED: NUMBER] with a face amount of [REDACTED: AMOUNT] issued by National Bank of Canada on [REDACTED: DATE] at the request of the Borrower in favour of the Borrower’s landlord, Centurian Peel/Metcalfe Properties Inc. and maturing on [REDACTED: DATE].

“Net Total Debt” means Total Debt less Unrestricted cash held by any Credit Party with any Lender or an Affiliate of a Lender (provided that a control agreement in form and substance satisfactory to the Agent is entered into between the applicable Affiliate of a Lender and the Agent), up to an aggregate maximum amount equal to the lesser of (i) the outstanding Borrowings under the Revolving Facility, and (ii) [REDACTED: AMOUNT].

“Notice” has the meaning given in Section 7.3.

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

“Olezarsen Acquisition” means the in-licensing by the Borrower from Ionis Pharmaceuticals, Inc. of all rights to commercialize Olezarsen in Canada in consideration of, among other things, an upfront payment, which combined with the upfront amount payable in connection with the Donidalarsen Acquisition, does not exceed US$10,000,000 and with terms and conditions substantially as set out in the draft form of licence agreement delivered to the Agent prior to the date hereof.

“Oncology License” means the amended and restated exclusive licence agreement made on February 25, 2019 by and among Transfert Plus L.P. and Katana Biopharma Inc., as amended from time to time, providing the Borrower with the exclusive rights to develop, make, have made and commercialize any product targeting the sortilin receptor for the treatment of cancer;

“Oncology License Transfer” means the potential sale, transfer, conveyance, lease, sub-license or other disposal by the Borrower of the Oncology License and the assets related therewith, including data and related equipment, to a newly incorporated Subsidiary of the Borrower or a third party.

“Oncology Subsidiary” means the Subsidiary of the Borrower created for the purposes of the Oncology License Transfer, being the Person to which the Oncology License would be transferred under the Oncology License Transfer;

“Operating Leases” means Leases which, but for the application of IFRS 16, would not have been required to be classified and accounted for as “on balance sheet” debt of a Person;

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

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“Overdraft” means a Prime Rate Advance or a US Base Rate Advance, as the case may be, made by way of overdraft to the Borrower’s Account.

“Payment Recipient” has the meaning assigned to such term in Section 16.7.

“Participant” has the meaning assigned to such term in Section 14.4.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means any plan, program, arrangement or understanding providing pension benefits that is subject to applicable pension benefits or Applicable Laws, which is sponsored, administered, maintained or contributed to by (or to which there is or may be an obligation to contribute of), or in respect of which there is any liability, actual or contingent, of, any member of the Borrower Group in respect of any individual’s employment in any jurisdiction (excluding the United States of America), which includes for clarity any Canadian Pension Plan, but specifically excludes a Plan and any Statutory Plan.

“Perfection Certificate” has the meaning assigned to such term in Section 10.1(o).

“Permitted Acquisition” has the meaning assigned to such term in Section 11.3(k).

“Permitted Debt” means, in relation to the members of the Borrower Group:

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“Permitted Liens” means, with respect to any Person, as at any time, any one or more of the following:

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provided that the use of the term “Permitted Liens” to describe the foregoing Liens will mean that such Liens are permitted to exist; and for greater certainty such Liens will not be entitled to priority over the Security by virtue of being described in this Agreement as “Permitted Liens”.

“Person” or “person” means any individual, natural person, corporation, company, partnership, joint venture, unincorporated organization, association, government or department or agency thereof, business trust or any other entity.

“Plan” means an employee benefit or other plan established or maintained by Borrower or any of their Subsidiaries or any ERISA Affiliate and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

“Potential Prior-ranking Claims” means all amounts owing or required to be paid, where the failure to pay any such amount could give rise to a claim pursuant to any Applicable Laws, which ranks or is capable of ranking in priority to the Lenders’ security or otherwise in priority to any claim by the Lenders for repayment of any amounts owing under this Agreement.

“Prime Rate” means, in relation to Prime Rate Advances, the rate of interest per annum in effect on any one day that is equal to the greater of (i) Adjusted Term ▇▇▇▇▇ for an interest period of one (1) month in effect on such day plus 1.00% per annum; in each case, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to the Borrower or any other Person, and (ii) the annual rate of interest publicly announced by the Agent on such a day as being its reference rate then in effect for determining interest rates on commercial loans in Cdn Dollars made by it to customers

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in Canada, as automatically adjusted from time to time without notice to the Borrower; provided that to the extent such highest rate as calculated above shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein.

“Prime Rate Advance” or “Prime Rate Advances” means, at any given time, any Borrowing or Borrowings (including Overdraft), or any portion thereof, in Cdn Dollars bearing interest at the Prime Rate plus the Applicable Margin.

“Proceeds” means identifiable or traceable movable property in any form derived directly or indirectly from any dealing with any of the Collateral or the proceeds therefrom, including without limitation, any payments representing indemnity or compensation for loss of or damage to any of the Collateral or the proceeds therefrom (such as payments under insurance policies or in connection with expropriation proceedings and/or enforcement or realization proceedings taken pursuant to the provisions of the Security).

“Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations promulgated thereunder.

“Pro Rata Share” means at any time, in relation to any Lender, the proportion that the Commitment of such Lender under the Credit Facilities bears to the Total Commitment at such time, as it may be adjusted from time to time, as a result of increases, reductions or cancellations pursuant to the terms of this Agreement, or further to an assignment pursuant to Section 14.2;

“Purchase Money Obligations” means, with respect to any person, any indebtedness incurred in respect of the cost of acquisition by way of conditional sales contract or leasing by way of a Capital Lease (of any property), which indebtedness existed at the time of acquisition, or was created, issued, incurred, or assumed contemporaneously with the acquisition or leasing by way of a Capital Lease.

“Register” has the meaning given in Section 14.3.

“Related Parties” means, with respect to any Person, such person’s Affiliates.

“Relevant Governmental Body” (i) with respect to a Benchmark Replacement in respect of a Borrowing denominated in US Dollars, means the FRB or the NYFRB, or a committee officially endorsed or convened by the FRB, or any successor thereto, and (ii) with respect to a Benchmark Replacement in respect of a Borrowing denominated in Canadian Dollars, means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Repayment Notice” means a notice advising the Agent of a repayment or prepayment of a Borrowing, substantially in the form of Exhibit “G” attached hereto.

“Revolving Facility” has the meaning given in Section 2.1.

“Rollover” means a rollover of a Term SOFR Advance into another Term SOFR Advance, or a rollover of a Daily Simple SOFR Advance into another Daily Simple SOFR Advance or a rollover of a Term ▇▇▇▇▇ Advance into another Term ▇▇▇▇▇ Advance, or a rollover of a Daily Compounded ▇▇▇▇▇ Advance into another Daily Compounded ▇▇▇▇▇ Advance, or an extension of a L/C Borrowing.

“Rollover Date” means the date specified in a Rollover Notice on which a Rollover is to be made or, as the case may be, deemed as the date of commencement of a new ▇▇▇▇▇ Interest Period for a Term ▇▇▇▇▇

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Advance or a Daily Compounded ▇▇▇▇▇ Advance, or a new SOFR Interest Period for a Term SOFR Advance or a Daily Simple SOFR Advance.

“Rollover Notice” means a notice from the Borrower requesting a Rollover substantially in the form annexed as Exhibit C.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, territory or government (currently, without limitation, Iran, Crimea region, Burma, North Korea, Sudan, and Syria).

“Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures enacted, 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, the U.S. Department of State, or the U.S. Department of Commerce; (b) the United Nations Security Council; (c) the European Union or any of its member states; (d) His Majesty’s Treasury; (e) the Canadian government; or (f) any other relevant Governmental Authority.

“Secured Parties” means the Agent and the Lenders in respect of the Credit Obligations, any Hedge Contract Counterparty under Hedge Contracts and any Lender (or any Affiliate thereof) in connection with any Bank Products and Services.

“Security” means the Liens referred to in ARTICLE 9 and all other charges and security granted or established from time to time in favour of the Agent, for the benefit of the Secured Parties, as such Liens may be amended, replaced or substituted from time to time.

“Security Documents” means the Guarantee Agreements, the documents granting the Security and any other agreement or instrument by which Security is granted from time to time and any and all amendments, supplements or restatements thereof.

“Senior Debt to EBITDA Ratio” means, in respect of any period, for the Borrower on a consolidated basis (excluding the Oncology Subsidiary), the ratio of (i) Net Total Debt minus Subordinated Debt (including the IQ Subordinated Debt), to (ii) EBITDA.

“Share Hedge” means the prepaid cash-settled share swap transaction entered into by the Borrower and National Bank of Canada and the related confirmation dated November 5, 2024, in connection with the Borrower’s obligations in respect of restricted share units (RSUs) and deferred share units (DSUs), as amended, supplemented or renewed from time to time.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Interest Period” means, (i) in relation to a Term SOFR Advance, the period commencing on the date a Term SOFR Advance is advanced, continued, or created by conversion and ending on the numerically corresponding day in the calendar month that is one month, three months or six months thereafter, as specified in the applicable Borrowing Request, and (ii) in relation to a Daily Simple SOFR Advance, the period commencing on the date a Daily Simple SOFR Advance is advanced, continued, or created by conversion and ending on the numerically corresponding day in the calendar month that is one month, three months or six months thereafter, as specified in the applicable Borrowing Request provided that:

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(a)   No SOFR Interest Period shall extend beyond the Final Maturity Date;

(b)   In the case of immediately successive SOFR Interest Periods, each successive SOFR Interest Period shall commence on the date on which the immediately preceding SOFR Interest Period expires;

(c)   Whenever the last day of any SOFR Interest Period would otherwise be a day that is not a Business Day, the last day of such SOFR Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of a SOFR Interest Period for a Term SOFR Advance or a Daily Simple SOFR Advance, as applicable, to occur in the following calendar month, the last day of such SOFR Interest Period shall be the immediately preceding Business Day;

(d)   For purposes of determining a SOFR Interest Period for a Term SOFR Advance or a Daily Simple SOFR Advance, as applicable, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, that if there is no numerically corresponding day in the month in which such a SOFR Interest Period is to end or if such a SOFR Interest Period begins on the last Business Day of a calendar month, then such SOFR Interest Period shall end on the last Business Day of the calendar month in which such SOFR Interest Period is to end; and

(e)   No tenor that has been removed from this definition pursuant to Section 12.5(e) below shall be available for specification in such Borrowing Request.

“Solvent” means, when used with respect to any Person, that:

“Standby Fee” has the meaning set forth in Section 3.1(j).

“Statutory Plan” means a statutory program that is administrated by a Governmental Authority and to which a member of the Borrower Group or its Affiliate is required to make contributions pursuant to applicable social security, workers’ compensation, workplace safety insurance or employment insurance legislation.

“Subsidiary” means, as to any Person, another Person in which such Person and/or one or more of its subsidiaries owns, directly or indirectly, sufficient voting Capital Stock to enable it or them (as a group) to ordinarily elect a majority of the directors (or Persons performing similar functions) of such entity, and any

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general partnership or limited partnership if at least 50.1% interest in the profits or capital thereof (and in the case of a limited partnership, at least 50.1% in the shares of the capital of the managing general partner) is owned by such Person and/or one or more of its subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its subsidiaries).

“Subordinated Debt” means Debt owing by any member of the Borrower Group in respect of which the holder thereof has entered into a subordination and postponement agreement in favour of the Agent and the Lenders, in form and substance satisfactory to them, and registered in all places where necessary or desirable to protect the priority of the Security, which will provide (among other things) that (i) the holder of such indebtedness has agreed to postpone payment of all payments thereon (in principal, interest and fees) to payment and satisfaction in full of the Credit Obligations, (ii) the holder of such indebtedness has subordinated any security taken in respect of such member of the Borrower Group to the Security, (iii) the maturity date occurs at least 180 days after the Maturity Date, and (iv) the holder of such indebtedness may not take any enforcement action in respect of such indebtedness and any such security.

“Swingline” has the meaning set out in Section 2.11(a).

“Swingline Lender” means, TD, in its capacity as Lender under the Swingline, or such other Lender as may be agreed on between such other Lender, the Agent and the Borrower.

“Swingline Limit” has the meaning set out in Section 2.11(a).

“Swingline Reduction Amount” has the meaning set out in Section 2.11(b).

“Tax Act” means the Income Tax Act (Canada) or a similar income tax act of a Canadian province or territory, as applicable.

“Taxes” means all present or future taxes, levies, imposts, deductions, withholdings and charges, including, without limitation, all income, capital or business taxes, imposed, assessed, levied or collected by or on behalf of any Governmental Authority, including any interest or employment withholdings, additions to tax or penalties applicable thereto.

“TD” means The Toronto-Dominion Bank and includes its successors and permitted assigns.

“Term ▇▇▇▇▇” means, for any calculation with respect to a Term ▇▇▇▇▇ Advance, the Term ▇▇▇▇▇ Reference Rate for a tenor comparable to the applicable ▇▇▇▇▇ Interest Period on the day (such day, the “Periodic Term ▇▇▇▇▇ Determination Day”) that is 2 Business Days prior to the first day of such ▇▇▇▇▇ Interest Period, as such rate is published by the Term ▇▇▇▇▇ Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term ▇▇▇▇▇ Determination Day the Term ▇▇▇▇▇ Reference Rate for the applicable tenor has not been published by the Term ▇▇▇▇▇ Administrator and a Benchmark Replacement Date with respect to the Term ▇▇▇▇▇ Reference Rate has not occurred, then Term ▇▇▇▇▇ will be the Term ▇▇▇▇▇ Reference Rate for such tenor as published by the Term ▇▇▇▇▇ Administrator on the first preceding Business Day for which such Term ▇▇▇▇▇ Reference Rate for such tenor was published by the Term ▇▇▇▇▇ Administrator so long as such first preceding Business Day is not more than 3 Business Days prior to such Periodic Term ▇▇▇▇▇ Determination Day.

“Term ▇▇▇▇▇ Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

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“Term ▇▇▇▇▇ Advance” means a Borrowing that bears interest at a rate based on Adjusted Term ▇▇▇▇▇ plus the Applicable Margin.

“Term ▇▇▇▇▇ Reference Rate” means the forward-looking term rate based on ▇▇▇▇▇.

“Term Facility” means the non-revolving term credit facility as more fully described in Section 2.2.

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

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

“Term SOFR Advance” means a Borrowing under any Credit Facility bearing interest based on Adjusted Term SOFR, plus the Applicable Margin.

“Term SOFR Determination Day” has the meaning ascribed to it in the definition of “Term SOFR”.

“Term SOFR Reference Rate” means the per annum forward-looking term rate based on SOFR.

“Theratechnologies Business” has the meaning given in Section 10.1(h).

“Total Acquisition Consideration” means, with respect to any Permitted Acquisition, the total of (i) any cash and fair market value of other property given as consideration (including any balance of sale), plus (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for borrowed money incurred, assumed or acquired by the Borrower or its Subsidiaries in connection with such Permitted Acquisitions; provided that Total Acquisition Consideration will exclude royalty payments, earnouts or other Milestone Payments.

“Total Commitment” means the aggregate of the Commitments of the Lenders under the Credit Facilities. On the Closing Date, the Total Commitment is US$40,000,000.

“Total Debt to EBITDA Ratio” means, in respect of any period, for the Borrower on a consolidated basis (excluding the Oncology Subsidiary), the ratio of (i) Net Total Debt, to (ii) EBITDA.

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

“Unrestricted” means, as of any date of determination, when referring to cash or Cash Equivalents, the aggregate amount of cash on hand or Cash Equivalents as at such date which is subject to a first-ranking

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Security in favour of the Secured Parties and excluding cash or Cash Equivalents held by any Credit Party, to the extent that the payment or distribution by such Credit Party of such cash or Cash Equivalents is not permitted by the terms of such Person’s constating documents or any agreement, instrument or Applicable Law.

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

“US Anti-Terrorism Law” means U.S. economic sanctions targeting Persons in connection with the commission of acts of terrorism that threaten the security of U.S. nationals or the national security, foreign policy, or economy of the United States administered by the U.S. Treasury Department’s Office of Foreign Assets Control, including Executive Order No. 13224.

“US Base Rate” means, in relation to US Base Rate Advances made available to the Borrower, the rate of interest per annum in effect on any one day that is the greater of (a) the annual rate of interest publicly announced by the Agent on such a day as its “US Base Rate”, being its reference rate then in effect for determining interest rates on commercial loans in US Dollars made by it to customers in Canada, (b) the annual rate of interest equal to the sum of the Federal Funds Effective Rate then in effect plus 1% per annum, and (c) Adjusted Term SOFR for a one-month tenor in effect for such day plus 1% per annum; in each case as automatically adjusted from time to time without notice to the Borrower, provided that in no event shall the “US Base Rate” be less than the Floor.

“US Base Rate Advance” or “US Base Rate Advances” means at any given time, any Borrowing or Borrowings (including Overdraft), or any portion thereof, in US Dollars bearing interest at the US Base Rate plus the Applicable Margin with respect to Borrowings made available to any Borrower.

“US Dollars” the and the symbols “US$” or “$”, each means lawful currency of the United States of America.

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

“US Guarantor” means any Guarantor organized under the laws of the United States of America, any state thereof or the District of Columbia.

“US Money Laundering Law” means the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 and the Money Laundering Control Act of 1986.

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

“Wholly-Owned Subsidiaries” of a Person means any Subsidiary of such Person of which securities or other ownership interests representing 100% of the equity or 100% of the ordinary voting power or 100% of the general partnership or membership interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

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Except where otherwise indicated in this Agreement, any reference to a time shall mean local time in Montreal, Quebec.

All payments required to be made hereunder will be made for value on the required day in same day immediately available funds.

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

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tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2

THE CREDIT FACILITIES

Upon and subject to the terms and conditions of this Agreement, each Lender agrees to provide to the Borrower a committed revolving credit facility (the “Revolving Facility”) in the maximum aggregate principal amount not to exceed the Commitment of such Lender under the Revolving Facility set out opposite its name in Schedule 1 attached hereto. Each Borrowing under the Revolving Facility will be made available by the Lenders in an amount equal to their respective Pro Rata Share of the Revolving Facility. The parties hereto acknowledge and agree that, on the Closing Date, the aggregate amount of the Revolving Facility is US$15,000,000.

Each Borrowing under the Swingline will be made by the Swingline Lender, as set out in Section 2.11.

Upon and subject to the terms and conditions of this Agreement, each Lender agrees to provide to the Borrower a committed non-revolving credit facility (the “Term Facility”) in the maximum aggregate principal amount not to exceed the Commitment of such Lender under the Term Facility set out opposite its name in Schedule 1 attached hereto. Each Borrowing under the Term Facility will be made available by the Lenders in an amount equal to their respective Pro Rata Share of the Term Facility. The parties hereto acknowledge and agree that, on the Closing Date, the aggregate amount of the Term Facility is US$25,000,000.

The Term Facility will be drawn down by means of a single Borrowing which may be requested by the Borrower on the Closing Date. If the Term Facility is not fully drawn on the Closing Date, the Commitment of the Lenders under the Term Facility will be automatically cancelled on a Pro Rata Share basis with respect to the undrawn portion of such Term Facility and the Borrower will not be entitled to borrow any amounts under such Term Facility after such date.

The parties hereto acknowledge and agree that, on the Closing Date, the aggregate amount of the Credit Facilities is US$40,000,000. However, such amount may be increased, at the sole discretion of each existing Lender, by an aggregate amount not to exceed US$20,000,000 (the “Accordion”) as a result of either of, or a combination of, as the case may be, (i) one or several existing Lenders (each such Lender will be referred to herein as an “Existing Lender”) increasing their respective Commitment under the Revolving Facility and/or the Term Facility, and (ii) the accession hereto of one or several Persons as new Lender hereunder, provided that any such new Lender would qualify as an Eligible Assignee hereunder, as if such accession was the result of an assignment of a Commitment hereunder (each such new Lender will be referred to herein as an “Acceding Lender”). The increases contemplated in this Section 2.3 may be effected at once or on separate occasions, each such increase being for a minimum amount of US$5,000,000 (or an amount equal to the remaining Accordion if same is less than US$5,000,000).

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The Borrower may request an increase in the Credit Facilities by delivering a written notice to the Agent that the Revolving Facility and/or the Term Facility be increased as provided in paragraph Section 2.3(a). The exercise of the Accordion (or any portion thereof) is subject to the prior consent of the Agent and the L/C Lender (not to be unreasonably withheld or delayed, provided that the withholding of consent due to internal fronting limits or swingline limits shall not be deemed to be unreasonable). Promptly upon receipt of such written notice, and provided that the Agent and the L/C Lender have consented to the exercise of the Accordion, the Agent will deliver to each Lender a copy thereof.

No later than [REDACTED: TIME PERIOD] after its receipt from the Agent of a copy thereof, each Lender will notify the Agent of its election to increase or not its Commitment under the Credit Facilities, provided that any Lender who fails to so notify the Agent within such delay will be deemed to have given notice of its election not to increase its Commitment. Upon receipt of all such notices (or deemed notices) from the Lenders, the Agent will notify the Lenders and the Borrower of the contents thereof.

Where less than all such Lenders have accepted to so increase their respective Commitments under the Revolving Facility and/or the Term Facility, as applicable, the Agent will invite any of the Lenders that have accepted to increase their respective Commitment to further increase their respective Commitment. If after such offers, any portion of the increase remains unaccepted, then the Borrower will have the right to invite one or more Persons to become Acceding Lenders for purposes of committing to a Commitment under the Revolving Facility and/or the Term Facility, as applicable.

For greater certainty, (i) no Lender is under any obligation to increase its Commitment under the Credit Facilities, and (ii) nothing in this Section 2.3 is intended to commit the Agent to arrange for a participation in an increase of the Credit Facilities.

In furtherance of the provisions of Section 2.3, where an Existing Lender has accepted to increase its Commitment under the Credit Facilities hereunder (an “Accepting Lender”) and/or any other Person has accepted to commit to a portion of the requested increase and become an Acceding Lender, the Borrower, the Agent, the Accepting Lenders and/or the Acceding Lenders, as applicable, will execute an amendment to this Agreement providing that (i) the Revolving Facility and/or the Term Facility, as applicable, will be increased by the amount of the requested increase; (ii) each Person who has accepted to participate in the increase will have a Commitment (or an additional Commitment in the case of an Accepting Lender) under the Revolving Facility and/or the Term Facility, as applicable, in an amount equal to its participation in the requested increase; and (iii) all additional Borrowings resulting from the requested increase will be governed by all provisions (including pricing and repayment provisions) of the applicable Credit Facility.

Any increase and any accession contemplated in Section 2.3 will only be effective on the date that the following conditions have been met:

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Upon the execution and delivery of an amendment to this Agreement as contemplated by this Section 2.3, an Acceding Lender will for all purposes be a Lender party to this Agreement and will have all the rights and obligations of a Lender under this Agreement and will be entitled to the benefits of, and be bound by the provisions hereof, to the same extent as if it were an original party hereto and no further consent or action by the Borrower, the Lenders or the Agent will be required. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an increase pursuant to this Section 2.3 will not require the consent or signature of Lenders other than those participating in the increase.

The obligations of each Lender hereunder are joint (that is to say separate and several and not joint and several or solidary) to the extent of its respective Commitments.

Subject to the terms hereof, (i) the Revolving Facility will be used for general corporate purposes, including financing ongoing working capital requirements, permitted Capital Expenditures and Permitted Acquisitions, and (ii) the Term Facility will be used to refinance the outstanding Debt under the Existing Marathon Debt.

Subject to the terms and conditions set forth in this Agreement, the Lenders agree to make the advances available to the Borrower under the Credit Facilities by way of the following form (each such form, a “Borrowing Option”):

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If a Lender is a Defaulting Lender hereunder: (i) the other Lenders shall not be relieved of their obligations hereunder to make Borrowings available in accordance herewith or otherwise comply with the terms of this Agreement; (ii) the other Lenders shall not be liable for the failure of the Defaulting Lender; (iii) the Borrower shall not be relieved of any of their obligations to the other Lenders; (iv) the other Lenders shall have the option, but not the obligation, to purchase all but not less than all of the rights and obligations of the Defaulting Lender hereunder against payment of the amounts then owing to the Defaulting Lender hereunder. In such event the Lenders’ Commitments shall be adjusted accordingly and the Lenders shall execute such documents and take such other steps as may be required to accommodate such adjustment of the Commitments and replacement of the Defaulting Lender; and (v) if the other Lenders do not exercise the option in clause (iv) above, the Defaulting Lender shall use its reasonable efforts to assign its rights hereunder and to cause its obligations hereunder to be assumed by another prospective lender against payment of the amounts then owing to it hereunder, subject to the provisions of Section 14.1, and the Borrower shall assist the Defaulting Lender in such efforts. Without limiting any of the provisions contained herein applicable to a Defaulting Lender, the parties to this Agreement, including, for greater certainty, the Borrower, waive no rights or remedies against any Defaulting Lender which they may have under this Agreement or any of the other Loan Documents, Applicable Laws or otherwise.

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ARTICLE 3

INTEREST RATES AND FEES

Each Prime Rate Advance bears interest at a rate per annum equal to the Prime Rate in effect from time to time, plus the Applicable Margin. Such interest is payable monthly, in arrears, on each Interest Payment Date and, to the extent such Prime Rate Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

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Each US Base Rate Advance bears interest at a rate per annum equal to the US Base Rate in effect from time to time, plus the Applicable Margin. Such interest is payable monthly, in arrears, on each Interest Payment Date and, to the extent such US Base Rate Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

Each Term SOFR Advance bears at a rate per annum equal to the Adjusted Term SOFR applicable to the relevant SOFR Interest Period in effect for such Term SOFR Advance plus the Applicable Margin. Such interest is payable by the Borrower in arrears on each Interest Payment Date and, to the extent such Term SOFR Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

Each Daily Simple SOFR Advance bears interest at the Adjusted Daily Simple SOFR in effect from time to time, plus the Applicable Margin. Such interest is payable by the Borrower in arrears on each Interest Payment Date and, to the extent such Daily Simple SOFR Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

Each Term ▇▇▇▇▇ Advance bears interest at a rate per annum equal to the Adjusted Term ▇▇▇▇▇ applicable to the relevant ▇▇▇▇▇ Interest Period in effect for such Term ▇▇▇▇▇ Advance plus the Applicable Margin. Such interest is payable by the Borrower in arrears on each Interest Payment Date and, to the extent such Term ▇▇▇▇▇ Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

Each Daily Compounded ▇▇▇▇▇ Loan shall bear interest at a rate per annum equal to the Adjusted Daily Compounded ▇▇▇▇▇ in effect from time to time plus the Applicable Margin. Such interest is payable by the Borrower in arrears on each Interest Payment Date and, to the extent such Daily Compounded ▇▇▇▇▇ Advance is then outstanding, on the Final Maturity Date (whether by acceleration or otherwise).

The Borrower will pay to the Agent (on behalf of each Lender), in respect of each Letter of Credit issued hereunder, quarterly in arrears until the expiry of such Letter of Credit, a fee payable in Cdn Dollars or US Dollars, as applicable, equal to the amount calculated by multiplying the face amount of such Letter of Credit by the applicable L/C Rate and then multiplying the result by a fraction, (i) the numerator of which is the number of days to elapse from and including the date of issuance of such Letter of Credit to and including the last day of the then current calendar quarter and thereafter, the number of days in each following calendar quarter until the expiry of such Letter of Credit, and (ii) the denominator of which is the number of days in the calendar year in question. Notwithstanding the foregoing, the Letter of Credit fee payable on the third Business Day of each Fiscal Quarter pursuant to this Section 4.5 will be in a minimum amount of [REDACTED: AMOUNT].

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The Borrower will pay to the L/C Lender, for its own account, fronting fees in connection with the Letters of Credit in an amount of [REDACTED: PERCENTAGE] on an annual basis calculated on the face amount of each Letter of Credit. Any such fee is non-refundable and must be paid to the L/C Lender on the date of issuance of the Letter of Credit. Such fee will be payable on each renewal of a Letter of Credit and will be payable on any increased amount of a Letter of Credit. Notwithstanding the foregoing, the fronting fees will only accrue and be payable upon a second Lender becoming party to this Agreement. The fronting fee for each documentary L/C will be determined based on the rate then offered by Agent to its customers for similar documentary letters of credit.

The Borrower must pay to the applicable L/C Lender administrative charges in connection with Letters of Credit at the rates and on the terms generally applicable to the other customers of such L/C Lender.

The Borrower will pay to the Agent, for the benefit of each Lender, standby fees (the “Standby Fees”) calculated on the daily excess amount of the Commitment of such Lender (in the case of the Lender who is the Swingline Lender, for greater certainty, after taking into account the drawn portion of the Swingline) over the outstanding Borrowings owing to it under the Revolving Facility, multiplied by the Applicable Rate in effect from time to time, from and including the Closing Date until the Final Maturity Date, which will be calculated daily by the Agent, and payable quarterly in arrears on the third Business Day immediately following the end of each Fiscal Quarter, in respect of fees accrued from the first day to and including the last day of the immediately preceding Fiscal Quarter, based on the actual number of days elapsed and a year of 365 or 366 days, as the case may be. Any Standby Fee shall cease to accrue on any Defaulting Lender’s unadvanced portion of any Borrowing.

The rate of interest payable on Prime Rate Advances, US Base Rate Advances, Term SOFR Advances, Daily Simple SOFR Advance, Daily Compounded ▇▇▇▇▇ Advances and ▇▇▇▇ ▇▇▇▇▇ Advances will change automatically with changes in the Prime Rate, US Base Rate, Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇, Daily Simple SOFR and Term SOFR, as the case may be, without the necessity of any notice to the Borrower.

If there is any increase or decrease in Applicable Rates for L/Cs, any fees that have been paid by the Borrower in advance in respect of outstanding L/Cs will not be adjusted.

Unless otherwise indicated, interest rates and fees calculated at the Applicable Margins and Applicable Rates are annual rates and are calculated daily on the basis of a 365-day year or 366-day year, as the case maybe, except for Term SOFR and Daily Simple SOFR where rates are calculated on the basis of a 360-day year. Unless otherwise indicated, interest on any outstanding principal amount will be payable on each

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applicable Interest Payment Date. If the Interest Payment Date is not a Business Day, the interest payment due on such day will be made on the next Business Day, and interest will continue to accrue on the said principal amount and will also be paid on such next Business Day. Interest will accrue from and including the day upon which a Borrowing is made, and ending on but excluding the day on which such Borrowing is repaid.

The Borrower will pay to the Agent, for its own account and for the benefit of the Lenders, other fees in accordance with the terms and conditions of the Fee Letter.

The Borrower shall pay interest on all overdue amounts hereunder (including any overdue interest payments) from the date each such amount is due until the date such amount is paid in full. Such interest shall be computed daily for each day after such amount is due and shall bear interest: (A) in the case of overdue amounts which are outstanding Borrowings or interest thereon, at the rate applicable from time to time to the outstanding Borrowings plus 2% per annum, it being understood that (i) in the case of any overdue Term SOFR Advance or Daily Simple SOFR Advance, at the end of the SOFR Interest Period of such overdue Borrowing, the rate applicable to such overdue Borrowing shall be the Adjusted Term SOFR or the Adjusted Daily Simple SOFR, as applicable, for a SOFR Interest Period of one month, plus the Applicable Margin plus 2% per annum, (ii) in the case of any overdue Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance, at the end of the ▇▇▇▇▇ Interest Period of such overdue Borrowing, the rate applicable to such overdue Borrowing shall be the Adjusted Term ▇▇▇▇▇ or the Adjusted Daily Compounded ▇▇▇▇▇, as applicable, for a ▇▇▇▇▇ Interest Period of one month, plus the Applicable Margin plus 2% per annum, (B) in the case of a drawing on a Letter of Credit, at the rate applicable from time to time to a Prime Rate Advance or a US Base Rate Advance, as the case may be, plus 2% per annum, and (C) in the case of all other overdue amounts, the rate applicable from time to time to a Prime Rate Advance if such amount is owed in Cdn Dollars, or at the US Base Rate if such amount is owed in US Dollars, plus 2% per annum. Interest on overdue amounts is compounded monthly and is payable upon demand of the Agent.

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ARTICLE 4

L/C BORROWINGS

Each L/C Borrowing shall be made available by the L/C Lender through the issuance of a Letter of Credit for the account of the Borrower. Each Letter of Credit shall be issued in Cdn Dollars or US Dollars and shall mature on a Business Day.

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Each Letter of Credit shall be issued by the L/C Lender upon receipt by the L/C Lender, at least three Business Days prior to the intended date of issuance, of an appropriate Letter of Credit application for the issuance of Letters of Credit duly executed by the Borrower.

Each Letter of Credit shall have an expiry date of not later than [REDACTED: TIME PERIOD] from the date of issuance thereof. In the event that one or more Letters of Credit remain outstanding on the Final Maturity Date or any other date on which a payment is required to be made by the Borrower in respect of any outstanding Letter of Credit (including pursuant to any mandatory prepayments), notwithstanding the expiration date of any Letter of Credit, the Borrower shall pay to the Agent forthwith at the Agent’s request, an amount equivalent to the amount or amounts required to pay: (i) the maximum amounts which could be drawn under all such Letters of Credit then outstanding, and (ii) all unpaid fees owing by the Borrower in respect of the issuance or extension of such Letters of Credit, if any, and (except for any amount payable in respect of unpaid fees as aforesaid which shall be remitted to the Agent and applied on receipt on account of such unpaid fees), such amount shall be held by the Agent in a non-interest bearing account with the Agent, as cash collateral security for payment of the amounts payable by the Borrower in respect of such Letters of Credit with the interest accrued thereon to be applied on account of the Credit Obligations or, if the Credit Obligations have been repaid in full, then to the Borrower.

Each Letter of Credit shall be issued by the L/C Lender in its name as an L/C Borrowing under the Revolving Facility. Each Lender will be responsible for its Pro Rata Share of the funding for any drawing under any Letter of Credit under Section 4.6 or otherwise and to purchase a participation (in its Pro Rata Share) of any outstanding Letter of Credit under Section 16.20. For purposes of calculating the amount of outstanding L/C Borrowings, and for other purposes of this Agreement, a Letter of Credit shall be deemed outstanding as of any time in an amount equal to the maximum amount which could be drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings then outstanding with respect thereto. If and to the extent any Letter of Credit expires or otherwise terminates without having been drawn upon, the availability under the Revolving Facility shall to such extent be reinstated. The L/C Lender shall not be under any obligation to issue any Letter of Credit if a default of any Lender’s obligations to fund under this ARTICLE 4 exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/▇ ▇▇▇▇▇▇ has entered into arrangements satisfactory to the L/C Lender with the Borrower or such Lender to eliminate the L/C Lender’s risk with respect to such Lender, and all other Lenders have provided their written consent thereto.

A Letter of Credit may only be retired on its maturity date to the extent it has not been honoured or if the original instrument has been returned to the L/C Lender by or on behalf of the beneficiary thereof for cancellation.

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Any drawing under a Letter of Credit shall be funded by a Borrowing by way of a Prime Rate Advance if such Letter of Credit is denominated in Cdn Dollars or by way of a US Base Rate Advance if such Letter of Credit is denominated in US Dollars.

Before 11:00 a.m. at least three Business Days prior to the maturity date of any Letter of Credit, the Borrower shall notify the L/C Lender at its Branch of Account, with a copy to the Agent, by notice substantially in the form attached as Exhibit C if it wishes the issue of a replacement Letter of Credit on the maturity date or if it wishes to extend the maturity date of any Letter of Credit. If the Borrower fails to provide the foregoing notice, the maturing Letter of Credit shall expire on its maturity date. Notwithstanding the foregoing, the L/C Lender shall have full discretion in determining whether or not to issue any replacement Letter of Credit or to extend the maturity date thereof.

The Borrower unconditionally and irrevocably authorizes the L/C Lender to pay the amount of any demand made on the L/C Lender under and in accordance with the terms of any Letter of Credit on demand without requiring proof of the Borrower’s agreement that the amount so demanded was due and notwithstanding that the Borrower may dispute the validity of any such demand or payment. The Borrower shall reimburse the L/C Lender on demand for any amounts paid by it from time to time as contemplated by this Section by way of L/C Borrowing, the whole in accordance with the terms and conditions herein, and, without limiting the foregoing, the Borrower shall indemnify and save the L/C Lender harmless on demand from and against any and all other losses (other than lost profits), costs, damages, expenses, claims, demands or liabilities which it may suffer or incur arising in any manner whatsoever in connection with the making of any such payments as contemplated by this Section (including, without limitation, in connection with proceedings to restrain the L/C Lender from making, or to compel the L/C Lender to make, any such payment).

Other than, as the case may be, as may be set out in the ICC Uniform Customs and Practice for Documentary Credits and Standby Letter of Credit, the L/C Lender shall not have any responsibility or liability for, or duty to inquire into, the authorization, execution, signature, endorsement, correctness, genuineness or legal effect of any certificate or other document presented to the L/C Lender pursuant to any Letter of Credit, other than to ensure that any demand for payment under a Letter of Credit is in compliance with the terms thereof, and the Borrower fully and unconditionally assumes all risks with respect to the same and, without limiting the generality of the foregoing, all risks of the acts or omissions of any beneficiary of any Letter of Credit with respect to the use by any beneficiary of any Letter of Credit. The L/C Lender shall not be responsible for:

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and none of the above shall affect or impair any of the rights or powers of the Lenders hereunder or the obligations of the Borrower under this Section. In furtherance and not in limitation of the foregoing provisions, it is agreed that any payment made by the L/C Lender in good faith under and in accordance with the terms of a Letter of Credit shall be binding upon the Borrower and shall not result in any liability of the Agent or any of the Lenders to the Borrower and shall not lessen the obligations of the Borrower under this Section. Notwithstanding the provisions of this Section, the Borrower shall not be responsible for, and neither the Agent nor any Lender shall be relieved of responsibility for, any gross or intentional fault or fraud of or by the Agent or any Lender or the failure of the L/C Lender to comply with the terms of a Letter of Credit.

Without limiting any other provision of this Agreement, if the Borrower shall fail to reimburse the L/C Lender in respect of any payments made by the L/C Lender under a Letter of Credit as contemplated in this Section, the L/C Lender may at any time thereafter notify the Agent (which shall thereupon deliver a similar notice to each Lender) of such failure and such notification shall be deemed to have been delivery of a request for a Borrowing in the amount and currency of such payments on and subject to the terms hereof. Each Lender shall forthwith credit the account of the L/C Lender with such Lender’s Pro Rata Share of such payments, the amount of such payments shall be deemed to constitute a Prime Rate Advance (if such payments were made in Cdn Dollars or in a currency other than US Dollars) or a US Base Rate Advance (if such payments were made in US Dollars) made by the Lenders hereunder and which is outstanding, and, without limiting the terms and conditions applicable to such Prime Rate Advance or US Base Rate Advance shall be due and payable when such Prime Rate Advance or US Base Rate Advance is due and payable in accordance with the provisions hereof.

Each Letter of Credit shall be subject to the L/C Lender’s customary letter of credit terms and procedures consistent with the ICC Uniform Customs and Practice for Documentary Credits and Standby Letters of Credit from time to time in effect and shall be in a form acceptable to the L/C Lender. The Borrower agrees to execute and deliver such standard form applications, agreements, indemnities, bonds and other documents and assurances as the L/C Lender may require from time to time with respect to Letters of Credit. A Letter of Credit shall in no event contain provisions requiring the L/C Lender to satisfy itself, prior to payment thereunder, as to any conditions for a drawing thereunder other than the presentation of prescribed documents. If the provisions set forth in the L/C Lender’s customary letter of credit and/or letter of guarantee documentation set forth terms of availability or cross-collateralization of security that are beyond or inconsistent with the terms set forth herein, the provisions of this Agreement in respect thereof shall prevail.

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ARTICLE 5

TERM ▇▇▇▇▇ ADVANCES AND DAILY COMPOUNDED ▇▇▇▇▇ ADVANCES

Each Term ▇▇▇▇▇ Advance and Daily Compounded ▇▇▇▇▇ Advance must be for a ▇▇▇▇▇ Interest Period of one (1) or three (3), subject to availability.

The Agent shall determine each interest rate applicable to a Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance and the amounts due under such Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance (in principal and interest) hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term ▇▇▇▇▇ Advance or Daily Compounded ▇▇▇▇▇ Advance, the Agent, acting reasonably, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of Term ▇▇▇▇▇ or Daily Compounded ▇▇▇▇▇.

ARTICLE 6

TERM SOFR ADVANCES AND DAILY SIMPLE SOFR ADVANCES

Each Term SOFR Advance must be for a SOFR Interest Period of 1,3 or 6 months, subject to availability.

Each Daily Simple SOFR Advance must be for a SOFR Interest Period of 1 or 3 months, subject to availability.

The Agent shall determine each interest rate applicable to a Term SOFR Advance and a Daily Simple SOFR Advance and the amounts due under such Term SOFR Advance or Daily Simple SOFR Advance (in principal and interest) hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR or Daily Simple SOFR, the Agent, acting reasonably, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of Term SOFR and Daily Simple SOFR.

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ARTICLE 7

REPAYMENTS, REDUCTION, PREPAYMENTS AND OTHER PAYMENTS

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Any unutilized portion of the Revolving Facility may be permanently cancelled at any time by the Borrower in amounts of US$1,000,000 (or the Equivalent Amount) and multiples thereof on five Business Days irrevocable written notice to the Agent in the form annexed as Exhibit D specifying the amount of such reduction. Any cancellation under this Section 7.4 shall reduce the Commitments of the Lenders in proportion to its Commitment under the Revolving Facility and shall be irrevocable.

If the amount of the outstanding Borrowings under the Credit Facilities (determined in US Dollars with all Borrowings denominated in Cdn Dollars being converted to the Equivalent Amount of US Dollars) due to exchange rate fluctuations exceeds the Total Commitment expressed in US Dollars on any day, the Borrower will, within three (3) Business Days after receiving notice by the Agent, repay such excess. As a condition of and contemporaneously with the making of a payment required under this Section 7.6, the Borrower shall pay all Break Costs associated with or caused by such payment.

The Borrower shall make all payments required hereunder, whether by way of principal, interest or otherwise, without regard to any defense, counterclaim or right of compensation or set-off.

Unless otherwise provided, (i) all amounts owing under any Borrowing are payable in the currency of such Borrowing, (ii) Letter of Credit fees are payable in US Dollars, except that any such fee owing as a result of a Letter of Credit issued in Cdn Dollars is payable in Cdn Dollars, (iii) standby fees are payable in US Dollars, and (iv) all other amounts are payable in US Dollars.

Unless otherwise specifically provided for herein, all payments made by or on behalf of the Borrower hereunder prior to an Event of Default shall be applied in the following order: (a) first, to amounts due hereunder or under the Security Documents, to the Lenders as recoverable costs and expenses;

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(b) second, to amounts due hereunder as interest and other amounts due hereunder other than principal; and (c) third, to amounts due hereunder as principal in accordance with the terms hereof.

The Borrower shall make all payments due to the Lenders hereunder (in respect of principal, interest, fees or otherwise) to the Agent, by depositing funds (in the appropriate Available Currency) no later than 12:00 noon (Montreal, Quebec local time) on the relevant due date at the applicable Branch of Account or as otherwise instructed by the Agent. Any payment received after such time shall be deemed to have been received on the following Business Day.

Except if otherwise required under Applicable Laws, all payments to the Agent and the Lenders (any such Agent or Lender shall be referred to herein as a “Taxed Party”) by the Borrower of principal of and interest on the Borrowings and of all fees and other amounts payable under the Loan Documents shall be made free and clear of, and without deduction by reason of, any present or future Taxes levied or imposed by any Governmental Authority (but excluding, however, (i) Taxes (including income tax and any other Taxes imposed in connection with such Taxed Party’s net income, net worth or gross receipts and any branch profits tax, capital tax, margin tax or franchise tax imposed in lieu of any net income or gross receipts tax payable by such Taxed Party) imposed upon such Taxed Party by the jurisdiction and political subdivision in which it or its relevant lending office may be located or doing business or under Applicable Laws of which it may have been organized or constituted, (ii) Taxes imposed as a result of a future, present or former connection between such Taxed Party and the jurisdiction imposing such Tax (other than connections arising from such Taxed Party 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 the Loan Documents, or sold or assigned an interest in the Loan Documents), (iii) any Taxes that would not have been imposed but for such Taxed Party (A) not dealing at arm’s length for purposes of the Tax Act with any member of the Borrower Group, (B) receiving an amount in respect of a loan owing to a person not dealing at arm’s length for purposes of the Tax Act with any member of the Borrower Group, (C) being a “specified shareholder” as defined in subsection 18(5) of the Tax Act of any member of the Borrower Group or not dealing at arm’s length for purposes of the Tax Act with any such specified shareholder, or (D) being a “specified entity” (as defined in subsection 18.4(1) of certain Tax proposals released by the Department of Finance (Canada) on April 29, 2022 regarding Hybrid Mismatch Arrangements) of any member of the Borrower Group, (iv) any U.S. backup withholding Taxes, and (vi) Taxes attributable to such Taxed Party’s failure to comply with Section 7.15), that may be imposed from time to time in connection with any such payment (all of the foregoing, other than the excluded items shall be collectively referred to herein as the “Indemnified Taxes” and the excluded items shall be collectively referred to as “Excluded Taxes”). If any such Indemnified Taxes are so levied or imposed under Applicable Laws in connection with any such payment to any such Taxed Party, the Borrower shall (a) make additional payments to such Taxed Party in such amounts so that every net payment of principal of and interest on the Borrowings and of all other amounts payable by them under the Loan Documents to such Taxed Party, after withholding or deduction for or on account of any such Indemnified Taxes, shall not be less than the amount provided for herein or therein absent such withholding or deduction, (b) make such withholding or deduction, and (c) remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Laws. Without limiting the generality of the foregoing but without duplication, the Borrower shall, upon written request of the Agent, reimburse such Taxed Party for the amount of such Indemnified Taxes so levied or imposed by any Governmental Authority and paid by such Taxed Party other than (y) such Indemnified Taxes previously withheld or deducted by the Borrower and

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having resulted in the payment of an additional amount to such Taxed Party, and (z) such Indemnified Taxes previously so levied or imposed with respect to any Taxed Party and previously reimbursed to any Taxed Party, so that the net amount received by such Taxed Party (net of payments made under or with respect to the Borrowings) after such reimbursement shall not be less than (but shall not exceed) the net amount such Lender would have received if such Indemnified Taxes had not been levied or imposed. The Borrower shall furnish promptly to each affected Lender, as the case may be, upon request of such Lender, official receipts evidencing any such payment, withholding or reduction. For greater certainty, this Section 7.11 will not apply in respect of Excluded Taxes.

If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the U.S. Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and Agent at the time or times prescribed by applicable law and at such time or times reasonably requested by the Borrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the U.S. Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or Agent as may be necessary for the Borrower or Agent to comply with their obligations under FATCA, to determine whether such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment.

The Borrower authorizes and direct the Agent, in its discretion, to automatically debit or credit, as the case may be, by mechanical, electronic or manual means, the Borrower’s Account maintained at the Branch of Account or an account otherwise maintained with TD for all amounts payable or due under this Agreement, including the repayment of principal and the payment of interest, fees and all charges for the keeping of such bank accounts. The Agent shall, as soon as practicable after making any such debit, inform the Borrower of the amount thereof and provide reasonable details of the calculation thereof.

If with respect to any Indemnified Taxes in respect of which any member of the Borrower Group has paid additional amounts, reimbursement or indemnity amounts pursuant to Section 7.11 or Section 12.1 to any Taxed Party, any Taxed Party has obtained a refund of such Indemnified Taxes or has obtained a Tax credit, such Taxed Party shall remit to such member of the Borrower Group promptly an amount equal to the amount of such refund or credit, net of all out-of-pocket expenses (including Taxes) of such Taxed Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit) reasonably allocable to the payment by the member of the Borrower Group of principal of or interest on the Borrowings or of all fees and other amounts payable under the Loan Documents, having taken into account all its dealings with other clients giving rise to similar credits or benefits in relation to the same Tax period.

Each Taxed Party shall, to the extent it is legally entitled to do so, at such times as are reasonably requested by any Credit Party, provide such Credit Party with any documentation prescribed by Applicable Laws or reasonably requested by such Credit Party certifying as to any entitlement of such Taxed Party to an

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exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Taxed Party under the Loan Documents. In addition, any Taxed Party, if reasonably requested by any Credit Party, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Laws or reasonably requested by such Credit Party as will enable such Credit Party to determine whether or not such Taxed Party is subject to withholding or information reporting requirements. Each such Taxed Party shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, to the extent it is legally entitled to do so, deliver promptly and on or before the date such documentation expires, becomes obsolete or inaccurate to such Credit Party updated or other appropriate documentation (including any new documentation reasonably requested by such Credit Party) or promptly notify such Credit Party in writing of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Taxed Party are not subject to withholding Tax, the applicable withholding agent shall be entitled to withhold amounts required to be withheld by Applicable Laws from such payments at the applicable rate.

ARTICLE 8

CONDITIONS PRECEDENT

This Agreement will not take effect, and the Borrower may not obtain any Borrowing or other extension of credit under the Credit Facilities, until the following conditions precedent have been fulfilled to the satisfaction of the Agent and the Lenders (acting reasonably) or waived by the Agent in writing:

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Each Borrowing, Conversion or Rollover pursuant to Section 2.7, including the initial Borrowing, shall be subject to satisfaction of the following conditions precedent on or before the date of the Borrowing, the Conversion or Rollover:

The conditions precedent in Section 8.1 and Section 8.2 are for the sole benefit of the Agent and the Lenders and may be waived by the Agent (acting on instructions from the Lenders), in whole or in part, with or without terms or conditions, in respect of all or any portion of the Borrowing, without affecting the right of

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the Lenders to assert such terms and conditions, in whole or in part, in respect of any other Borrowing or any other matter contemplated by this Agreement.

ARTICLE 9

GUARANTEE, SECURITY AND SECURITY DOCUMENTS

To secure due repayment and satisfaction in full of all Credit Obligations, the Borrower will cause the following Persons to execute and deliver an unconditional solidary (joint and several) Guarantee for the benefit of the Agent, acting for and on behalf of the Secured Parties:

(collectively, the “Guarantor Coverage Requirement”), as calculated on a quarterly basis and as certified in the quarterly Compliance Certificate delivered to the Agent pursuant to Section 11.1(s)(ii).

The Borrower covenants that the Guarantor Coverage Requirement will be complied with at all times.

As security for the due and punctual payment and performance in full of all Credit Obligations, the Credit Parties will grant and maintain security in favour of the Agent, acting for and on behalf of the Secured Parties, on all of their respective movable (“personal”) and immovable (“real”) property and assets (including a pledge in favour of the Agent, acting for an on behalf of the Secured Parties, of all Capital Stock held by the Borrower in any Guarantor and all Capital Stock held by any Guarantor in any other Guarantor), both present and future and of every nature and kind and wherever situated, including without limitation, on all of its rights under the Material Contracts, permits, agreements and licences, to the extent and pursuant to such documents as the Agent may reasonably require. The Security will create, in favour of the Agent, acting for and on behalf of the Secured Parties, a first-ranking Lien subject only to Permitted Liens. The Security Documents will include such legal opinions, certificates of officers, resolutions and Liens searches, as the case may be, as the Agent may reasonably require.

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The Borrower will cause the following Security Documents to be executed and delivered to the Agent, for the benefit of the Secured Parties, on or prior to the Closing Date, to secure the Credit Obligations, each in form and substance satisfactory to the Agent and the Lenders:

In addition, the Borrower agrees to execute and deliver from time to time, all such further documents and assurances as may be reasonably required in writing by the Lenders from time to time in order to provide the Security contemplated hereunder.

The Borrower will cause the Security to be continuously registered, recorded or otherwise perfected or published wherever and however necessary to enforce and set up the rights created thereunder against third persons.

The Borrower will provide the Agent, within 90 days of the Closing Date, with a satisfactory Collateral Access Agreement with respect to, at the request of the Majority Lenders, acting reasonably, any offices where the Credit Parties maintain material assets, on a commercially reasonable efforts basis.

The Borrower covenants and agrees to use its commercially reasonable efforts to provide the Agent, within 90 days of the Closing Date, with a blocked account agreement (or control agreement, as applicable) with respect to each deposit account or securities account maintained by a Credit Party with a financial institution or securities intermediary (other than the Lenders and except for the NBC Securities Account (subject to the terms of this Agreement)), in form and substance satisfactory to the Agent, provided however that in respect of the accounts permitted to be temporarily maintained with financial institutions other than the Lenders and theirs respective Affiliates in accordance with Section 11.1(i), the Borrower shall not be

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required to provide the Agent with blocked account agreements in respect thereof for the period during which such accounts are permitted to be maintained with such financial institutions.

The Borrower covenants and agrees to cause each holder of preferred shares of the Borrower that are redeemable at the request of the holder thereof, at a fixed date, or during fixed intervals (including put options), to become party to a subordination and postponement agreement in favour of the Agent, in form and substance satisfactory to the Majority Lenders.

The Borrower will cause each Person that is or becomes a Wholly-Owned Subsidiary of the Borrower after the Closing Date and that is required to become a Guarantor in order for the Credit Parties to comply with the Guarantor Coverage Requirement (including in the event that a quarterly Compliance Certificate demonstrates that the Credit Parties do not meet the Guarantor Coverage Requirement) to forthwith, but in any event within 60 days from the date on which such Wholly-Owned Subsidiary is required to become a Guarantor pursuant to the provisions of this Agreement, to execute and deliver to the Agent, acting for and on behalf of the Secured Parties, a Guarantee Agreement and Security Documents similar to those delivered by the other Guarantors, in form and substance satisfactory to the Majority Lenders, together with such legal opinions and other supporting documents as the Agent may reasonably require.

In the event that any sale or disposal of any Collateral is consummated in accordance with Section 11.3(g), the Credit Obligations of such Guarantor under its Guarantee shall be automatically released and terminated or the security interest and Lien of the Agent shall be automatically released and terminated with respect to the Collateral sold or disposed, as the case may be. In connection with the foregoing, the Agent shall provide to the Credit Parties such terminations or releases as any such Credit Party shall reasonably request to effectuate the purpose of this Section.

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ARTICLE 10

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agent and each Lender the matters set out below for itself and on behalf of each member of the Borrower Group:

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All material statements contained in any certificates (including the perfection certificates delivered to the Agent as a condition precedent to the initial Borrowing) or other documents of the Borrower delivered or to be delivered by or on behalf of the Borrower under or pursuant to Section 8.1 and Section 8.2 shall constitute representations and warranties made to the Lenders.

The Borrower acknowledges that each of the Lenders has established its Commitment, entered into this Agreement and agreed to extend credit hereunder in full reliance upon the representations and warranties set out in Section 10.1 and in the Security Documents. Any investigations made at any time by or on behalf of any of the Lenders shall not diminish its rights to rely on the representations and warranties in this Agreement, in the Security Documents or in any certificates, instruments or documents.

The representations and warranties made under this Agreement shall be deemed to be repeated by each Credit Party on each date on which a Borrowing is made and each date on which a Compliance Certificate is delivered by reference to the facts and circumstances then existing, except to the extent that such representation and warranty expressly relates to an earlier date (in which event such representation and warranty shall be deemed to be repeated as of such earlier date).

ARTICLE 11

COVENANTS OF THE BORROWER

The Borrower covenants with the Agent and each of the Lenders on its behalf and on behalf of each member of the Borrower Group (including each Credit Party), as applicable, as follows:

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The Borrower covenants with the Agent and each of the Lenders as follows:

The Borrower covenants with the Agent and each of the Lenders for itself and on behalf of each member of the Borrower Group (including each Credit Party), as applicable, as follows:

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provided that (x) a written notice is provided to the Agent at least [REDACTED: TIME PERIOD] prior to such change, and (y) the Credit Parties have complied with their obligations to continuously maintain and perfect the Security in accordance with Section 9.4.

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Notwithstanding the foregoing, the Donidalorsen Acquisition and the Olezarsen Acquisition will be deemed Permitted Acquisitions and will not reduce the [REDACTED: AMOUNT] limit referenced in paragraph (v) above to the extent the Borrower has delivered to the Agent prior to such Acquisition a Compliance Certificate demonstrating compliance with, amongst other things, the financial covenants set forth in Section 11.2 and the Guarantor Coverage Requirement, and confirming that no Default or Event of Default has occurred as a result of such Acquisition; provided that no Compliance Certificate will be required with respect to the Donidalorsen Acquisition or the Olezarsen Acquisition if such Acquisition is completed within [REDACTED: TIME PERIOD] from the Closing Date.

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ARTICLE 12

INDEMNITY AND CHANGE IN CIRCUMSTANCES

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The Borrower will pay on demand the amount of any breakage cost and other loss, costs, damages and expenses suffered by a Lender as a result of the conversion or repayment of a Term SOFR Advance, a Daily Simple SOFR Advance, a Daily Compounded ▇▇▇▇▇ Advance or a Term ▇▇▇▇▇ Advance on any day other than the last day of the applicable SOFR Interest Period or ▇▇▇▇▇ Interest Period, as the case may be, irrespective of the cause of such conversion or repayment (including a repayment resulting from a demand for payment after the occurrence of an Event of Default). In the absence of manifest error, a statement prepared by the affected Lender indicating the amount of such cost or other loss and the method by which same was calculated will be binding and conclusive.

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Borrowing (or of maintaining its obligation to make any such Borrowing), or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount), then upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document:

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If any Lender becomes entitled to any additional payment or reimbursement under Section 7.11, if any Lender requests compensation under Section 12.3, if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 12.3, if any Lender’s obligations are suspended pursuant to Section 12.4 or if any Lender defaults in its obligation to fund Borrowings hereunder, then the Borrower may, at their sole expense and effort, upon ten days’ notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, ARTICLE 14), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

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

The Borrower shall indemnify and hold harmless the Agent and each Lender and any receiver or agent appointed by or at the request of any of same (collectively, the “Indemnitees” and singly, the “Indemnitee”) from and against any and all third party liabilities, claims, demands, actions and causes of action, fines and other penal or administrative sanctions suffered by any Indemnitee arising directly or indirectly out of any breach by the members of the Borrower Group of Environmental Laws, or any environmental hazards existing, or any environmental pollution occurring, at any time relating to the Theratechnologies Business, the assets and properties of the members of the Borrower Group or the operations of the members of the Borrower Group.

ARTICLE 13

EVENTS OF DEFAULT

Each of the following events shall constitute an event of default hereunder (each an “Event of Default”):

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Upon the occurrence and during the continuance of an Event of Default, the Agent, acting on behalf of the Lenders, may exercise any or all of the following rights and remedies:

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Upon the occurrence of a Default, the obligation of the Lenders to make Borrowings hereunder shall be suspended and shall remain suspended until such Default has been waived, remedied or otherwise dealt with to the satisfaction of the Lenders.

Except as otherwise agreed to by the Lenders, any sum received by the Agent at any time after an Event of Default has occurred and is continuing and which the Agent is obliged to apply in or towards satisfaction of sums due from the Borrower hereunder shall be applied by the Agent on a pro rata basis among the Secured Parties and the Agent in accordance with amounts owed to the Secured Parties and the Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category: (i) firstly, to the Agent in or towards payment of any fees, costs or expenses due and payable in connection with the exercise by the Agent of its rights hereunder or under the Security; (ii) secondly, to the payment of the Credit Obligations (including cash held as collateral to be applied against the Credit Obligations which have not then matured) to the Secured Parties; and (iii) thirdly, any excess shall be paid to the Borrower or as a court of competent jurisdiction shall determine.

Upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at any time and from time to time thereafter, without notice to the Borrower (any such notice being expressly waived by the Borrower) to compensate, set-off and apply any and all deposits at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the Credit Obligations of the Borrower now or hereafter existing under this Agreement. The Lenders agree to promptly notify the Borrower and the Agent after any such set-off, compensation and application, provided that the failure to give such notice shall not affect the validity of such set-off, compensation and application.

No express or implied waiver by any of the Agent or the Lenders of any Default or Event of Default shall in any way be or be construed to be a waiver of any future or subsequent Default or Event of Default.

The rights and remedies of each of the Agent and the Lenders hereunder or under any of the Security Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Agent or any Lender of any right or remedy for a Default or breach of any term, covenant, condition or agreement contained in this Agreement or any of the Security Documents shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which the Lenders may be lawfully entitled for such default or breach. Any waiver by the Agent or any Lender of the strict observance, performance or compliance with

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any term, covenant, condition or agreement herein contained and any indulgence granted, either expressly or by course of conduct, by the Agent or any Lender shall be effective only in the specific instance and for the purpose for which it was given and shall be deemed not to be a waiver of any rights and remedies of the Agent or the Lenders under this Agreement or any of the Security Documents as a result of any other default or breach hereunder or thereunder.

ARTICLE 14

ASSIGNMENTS AND PARTICIPATIONS

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lenders and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 14.2, (ii) by way of participation in accordance with the provisions of Section 14.4, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 14.5 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 14.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

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Subject to acceptance and recording thereof by the Agent pursuant to this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 7.11 and ARTICLE 12, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Borrowing to the Borrower.

The Agent shall maintain at its offices in Montreal a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Borrowings owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person, a Guarantor or any Affiliate of a Guarantor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Borrowings owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such ▇▇▇▇▇▇’s rights and obligations under this Agreement. Any payment by a Participant to a Lender in connection with a sale of a participation shall not be or be deemed to be a repayment by the Borrower or a new advance to the Borrower.

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Subject to Section 14.5, the Borrower agrees that each Participant shall be entitled to the benefits of Section 7.11 and ARTICLE 12 (subject, in each case, to the conditions, limitations and requirements set forth therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.2.

A Participant shall not be entitled to receive any greater payment under Section 7.11 and ARTICLE 12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

ARTICLE 15

BAIL-IN PROVISIONS

For the purposes of this Article 15:

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

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ARTICLE 16

THE AGENT AND THE LENDERS

Each of the Lenders hereby irrevocably appoints the Agent as its mandatary to act on its behalf as the agent under the Security Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

The Agent is hereby authorized to hold any Security on behalf of the Lenders and to execute in their name any Security Document. Without limiting the powers of the Agent (and as part of its duties) hereunder or under the other Loan Documents and to the extent applicable, each of the Lenders hereby acknowledges that the Agent will, for the purposes of holding any hypothec pursuant to ARTICLE 9, be the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Secured Parties. Each of the Lenders hereby constitutes, to the extent necessary, the Agent as its hypothecary representative in order to hold security granted under such hypothecs. Each Eligible Assignee will be deemed to have confirmed and ratified the constitution of the Agent as its hypothecary representative by execution of the relevant Assignment and Assumption agreement. Any Secured Party who is not a Lender and who is entitled to benefit from the Security will be deemed to have accepted the constitution of the Agent as its hypothecary representative. The execution, as the case may be, prior to the date hereof by the Agent, in its capacity as hypothecary representative for and on behalf of the Lenders, of any hypothecs comprised within the Security Documents is hereby ratified and confirmed.

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

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To the extent that the Agent also acts as a Lender hereunder, with respect to its Commitment and the advances made by it, in its capacity as a Lender, the Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent; and the terms Lender and Lenders shall, unless otherwise expressly indicated, include the Agent in its capacity as Lender. The Agent may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower and any person which may do business with the Borrower, all as if it were not the Agent hereunder and without any duties to account therefor to the other Lenders.

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For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section Section 16.7(b) will not have any effect on a Payment Recipient’s obligations pursuant to Section 16.7(a)) or on whether or not an Erroneous Payment has been made.

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Each Lender has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower, the Guarantors and the other members of the Borrower Group. Accordingly, each Lender confirms with the Agent that it has not relied, and will not hereafter rely, on the Agent:

Each Lender acknowledges that a copy of this Agreement (including a copy of the Exhibits and Schedules) has been made available to it for review and each Lender acknowledges that it is satisfied with the form and substance of this Agreement.

Each Lender hereby agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), in proportion to its respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or the Security or the other Loan Documents or action taken by the Agent under or in respect of this Agreement or the Security or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Agent. Each ▇▇▇▇▇▇ agrees to reimburse the Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including legal fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or the Security or the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower, and each Lender hereby agrees to reimburse the Agent for any amount paid to such Lender by the Agent as its share of payments required to be made by the Borrower to the Lenders hereunder if and to the extent that such ▇▇▇▇▇▇ is notified by the Agent that the Borrower have failed to make the payment to which such share is referable as and when required, forthwith upon receipt of such notice from the Agent.

The Agent may, as hereinafter provided, resign as such at any time by giving 30 days written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall, in consultation with the Borrower (so long as no Event of Default has occurred and is continuing), have the right to appoint

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a successor agent (the “Successor Agent”). No such resignation shall be effective until a Successor Agent is appointed. If no Successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after delivery of the retiring Agent’s notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a Successor Agent. Upon the acceptance of any such appointment hereunder by a Successor Agent, such Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent as Agent shall be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this ARTICLE 16 shall enure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder.