ROGERS COMMUNICATIONS INC. AND THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT AND SCOTIABANK and TD SECURITIES Joint Bookrunners THE BANK OF NOVA SCOTIA and THE TORONTO-DOMINION BANK Co-Lead Arrangers and Co-Administration Agents ROYAL BANK OF...

Exhibit 99.1

▇▇▇▇▇▇ COMMUNICATIONS INC.

AND

THE LENDERS FROM TIME TO TIME

PARTY TO THIS AGREEMENT

AND

SCOTIABANK and TD SECURITIES

Joint Bookrunners

THE BANK OF NOVA SCOTIA and THE TORONTO-DOMINION BANK

Co-Lead Arrangers and Co-Administration Agents

ROYAL BANK OF CANADA

Syndication Agent

CANADIAN IMPERIAL BANK OF COMMERCE and BANK OF MONTREAL

Co-Documentation Agents

THE TORONTO-DOMINION BANK

as Agent

$2,000,000,000 REVOLVING TERM CREDIT

CREDIT AGREEMENT DATED 20 JULY 2012

▇▇▇▇▇▇ ▇▇▇▇▇▇ GERVAIS LLP

DAVIES ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

TABLE OF CONTENTS


ARTICLE 1 INTERPRETATION		1

1.1	Defined Terms	1
1.2	Construction	16
1.3	Certain Rules of Interpretation	16
1.4	Terms Generally	17
1.5	Performance on Business Days	17
1.6	Accounting Terms	17

ARTICLE 2 THE CREDIT		18

2.1	Amount and Availment Options	18
2.2	Existing L/Cs and Overdrafts	18
2.3	Reborrowing	19
2.4	Use of the Credit	19
2.5	Term and Repayment	19
2.6	Interest Rates and Fees	19
2.7	Guarantees	20
2.8	Exchange Rate Fluctuations	21

ARTICLE 3 DISBURSEMENT CONDITIONS		21

3.1	Conditions Precedent to Initial Advance	21
3.1.1 Corporate Information		21
3.1.2 Documents		21
3.1.3 Liens and Existing Credit Agreement		21
3.1.4 Financial Information		22
3.1.5 Opinions		22
3.1.6 Other Matters		22
3.2	Conditions Precedent to all Advances	22

ARTICLE 4 ADVANCES		23

4.1	Lenders’ Obligations Relating to L/Cs and TD and BNS Tranches	23
4.2	Exceptions Relating to TD and BNS Tranches	24
4.3	Evidence of Obligations	24
4.4	Conversions	25
4.5	Notice of Advances and Payments	25
4.6	Prepayments and Reductions	25
4.7	Prime Rate, Base Rate and LIBOR Advances	26
4.8	LIBOR Periods	26
4.9	Termination of LIBOR and Bankers’ Acceptance Advances	27
4.10	Co-ordination of Prime Rate, Base Rate and LIBOR Advances	28


4.11	Execution of Bankers’ Acceptances	28
4.12	Sale of Bankers’ Acceptances	29
4.13	Size and Maturity of Bankers’ Acceptances and Rollovers	29
4.14	Co-ordination of BA Advances	30
4.15	Non BA Lender	31
4.16	Payment of Bankers’ Acceptances	31
4.17	Deemed Advance—Bankers’ Acceptances	31
4.18	Waiver	32
4.19	Degree of Care	32
4.20	Indemnity	32
4.21	Obligations Absolute	32
4.22	Shortfall on Drawdowns, Rollovers and Conversions	32
4.23	Prohibited Use of Bankers’ Acceptances	33
4.24	Failure of Lender to Fund	33
4.25	Payments by the Borrower	34
4.26	Payments by Agent	35
4.27	Prohibited Rates of Interest	36
4.28	Issuance and Maturity of L/Cs	36
4.29	Payment of L/C Fees	37
4.30	Payment of L/Cs	37
4.31	Deemed Advance—L/Cs	38
4.32	Prohibited Use of L/Cs	38

ARTICLE 5 REPRESENTATIONS AND WARRANTIES		39

5.1	Representations and Warranties	39
5.1.1 Corporate Matters		39
5.1.2 Loan Documents		40
5.1.3 Litigation, Financial Statements Etc.		40
5.2	Survival of Representations and Warranties	41

ARTICLE 6 COVENANTS AND CONDITIONS		41

6.1	Financial Covenants	41
6.2	Positive Covenants	41
6.2.1 General Covenants		41
6.2.2 Inspection		42
6.3	Reporting and Notice Requirements	43
6.3.1 Periodic Reports		43
6.3.2 Requirements for Notice		44
6.4	Restricted Subsidiaries	44
6.5	Negative Covenants	45
6.5.1 Limitation on Secured Debt Etc.		45
6.5.2 Limitation on Sale and Leaseback Transactions		45
6.5.3 Limitation on Restricted Subsidiary Debt		46
6.5.4 Corporate Matters		47

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ARTICLE 7 DEFAULT		48

7.1	Events of Default	48
7.2	Acceleration and Termination of Rights	49
7.3	Payment of L/Cs and Bankers’ Acceptances	49
7.4	Remedies	49
7.5	Perform Obligations	50
7.6	Remedies Cumulative	50
7.7	Set-Off or Compensation	50

ARTICLE 8 THE AGENT AND THE LENDERS		51

8.1	Authorization of Agent	51
8.2	Rights as a Lender	51
8.3	Exculpatory Provisions	51
8.4	Reliance by Agent	52
8.5	Delegation of Duties	53
8.6	Direct Payments	53
8.7	Administration of the Credit	54
8.8	Rights of Agent	56
8.9	Acknowledgements, Representations and Covenants of Lenders	57
8.10	Collective Action of the Lenders	58
8.11	Defaulting Lenders	58
8.12	Cash Collateral	61
8.13	Successor Agent	61
8.14	No Other Duties etc.	62
8.15	Provisions Operative Between Lenders and Agent Only	62

ARTICLE 9 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS		63

9.1	Successors and Assigns	63
9.2	Assignments by Lenders	63
9.3	Register	65
9.4	Participations	65

ARTICLE 10 MISCELLANEOUS PROVISIONS		66

10.1	Severability	66
10.2	Amendment, Supplement or Waiver	66
10.3	Governing Law	66
10.4	This Agreement to Govern	67
10.5	Currency	67
10.6	Liability of Lenders	67
10.7	Expenses and Indemnity	67
10.8	Taxes	69
10.9	Increased Costs etc.	70
10.10	Mitigation Obligations; Replacement of Lenders	72

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10.11	Illegality	73
10.12	Interest on Cash Collateral	73
10.13	Currency Indemnity	73
10.14	Notices	74
10.15	Time of the Essence	75
10.16	Further Assurances	75
10.17	Term of Agreement	75
10.18	Counterparts and Facsimile	76
10.19	Waiver of Jury Trial	76
10.20	Treatment of Certain Information: Confidentiality	76
10.21	Entire Agreement	77
10.22	Date of Agreement	77

SCHEDULE A

NOTICE OF ADVANCE OR PAYMENT

SCHEDULE B

COMPLIANCE CERTIFICATE

SCHEDULE C

ASSIGNMENT AND ASSUMPTION

SCHEDULE D

LENDERS AND THEIR INITIAL COMMITMENTS

SCHEDULE E

CHANGE IN CONTROL PROVISIONS

SCHEDULE F

INFORMATION THAT MAY BE DISCLOSED

SCHEDULE G

TERMS OF INTER-COMPANY SUBORDINATED DEBT

SCHEDULE H

FORM OF GUARANTEE

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THIS CREDIT AGREEMENT is made on 20 July ▇▇▇▇

▇ ▇ ▇ ▇ ▇ ▇ ▇:

▇▇▇▇▇▇ COMMUNICATIONS INC.

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THE LENDERS FROM TIME TO TIME PARTY

TO THIS AGREEMENT

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THE TORONTO-DOMINION BANK

in its capacity as Agent

RECITALS:

A. The Borrower has requested a senior unsecured credit of $2,000,000,000 for the purposes specified in this Agreement, including refinancing its existing bank credit facilities.

B. The Bank of Nova Scotia and The Toronto-Dominion Bank have been appointed as Co-Lead Arrangers and Co-Administration Agents in connection with the credit and The Toronto-Dominion Bank will perform certain administrative functions as Agent.

C. The Lenders have each agreed to provide their respective commitments, subject to the terms and conditions of this Agreement.

D. The parties are entering into this Agreement to provide for the terms of the credit.

THEREFORE, for value received, and intending to be legally bound by this Agreement, the parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1

Defined Terms

In this Agreement (and in any other Loan Document, unless otherwise defined therein), unless something in the subject matter or context is inconsistent therewith:

1.1.1 “Advance” means an availment of the Credit by the Borrower by way of Prime Rate Advance, Base Rate Advance, Bankers’ Acceptance, BA Equivalent Loan, L/C or LIBOR Advance, including overdrafts under the TD Tranche and the BNS Tranche, deemed Advances and conversions, renewals and rollovers of existing Advances, and any reference relating to the amount of Advances shall mean the sum of all outstanding Prime Rate Advances, Base Rate Advances and LIBOR Advances, plus the face amount of all outstanding Bankers’ Acceptances and L/Cs.

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

1.1.3 “Agent” means TD in its role as loan agent for the Lenders, and any successor loan agent appointed in accordance with this Agreement.

1.1.4 “Agreement” means this Credit Agreement and any Schedules to this Credit Agreement, as amended, supplemented, restated and replaced from time to time.

1.1.5 “Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, which in each case has the force of law or for which compliance by Persons who are subject to it is considered to be required.

1.1.6 “Applicable Percentage” means with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be the percentage of the total outstanding Advances represented by such Lender’s outstanding Advances.

1.1.7 “Assignment and Assumption” means an agreement in substantially the form of Schedule C to this Agreement or any other form approved by the Agent and the Borrower.

1.1.8 “Attributable Debt” means as of the date of its determination, the present value (discounted semi-annually at the interest rate implicit in the terms of the lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rates (such as those based on sales), except that, in the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, Attributable Debt shall mean the lesser of the present value of (i) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination and (ii) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised).

1.1.9 “BA Discount Proceeds” means, in respect of any Bankers’ Acceptance, an amount calculated on the applicable Drawdown Date which is (rounded to the nearest full cent, with one-

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half of one cent being rounded up) equal to the face amount of such Bankers’ Acceptance multiplied by the price, where the price is calculated by dividing one by the sum of one plus the product of (i) the BA Discount Rate applicable thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of such Bankers’ Acceptance and the denominator of which is 365, which calculated price will be rounded upward to the nearest multiple of 0.001%.

1.1.10 “BA Discount Rate”:

(a)

if the sale of Bankers’ Acceptances is arranged by the Borrower, means, with respect to any Bankers’ Acceptance accepted by a Lender, the rate calculated on the basis of a year of 365 days and determined in accordance with normal market practice at which the sale of the Bankers’ Acceptance is arranged by the Borrower in accordance with Section 4.12;

(b)

if the sale of Bankers’ Acceptances is not arranged by the Borrower, means:

(i)

with respect to any Bankers’ Acceptance accepted by a Lender named on Schedule I to the Bank Act (Canada), the average rate that appears on the Reuters screen CDOR page (or any successor source from time to time) at or about 10:00 a.m. on the applicable Drawdown Date, for bankers’ acceptances having an identical maturity date to the maturity date of that Bankers’ Acceptance or, if that rate is not available, the rate determined by the Agent in accordance with normal market practice as being its discount rate for bankers’ acceptances having an identical maturity date to the maturity date of that Bankers’ Acceptance, and

(ii)

with respect to any Bankers’ Acceptances accepted by any other Lender, the rate established under item (i) immediately above, plus 0.10% per annum.

1.1.11 “BA Equivalent Loan” is defined in Section 4.15.

1.1.12 “Bankers’ Acceptance” means a depository ▇▇▇▇ as defined in the Depository Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order signed by the Borrower and accepted by a Lender pursuant to this Agreement or, for Lenders not participating in clearing services contemplated in that Act, a draft or ▇▇▇▇ of exchange in Canadian Dollars that is drawn by the Borrower and accepted by a Lender pursuant to this Agreement. Orders that become depository bills, drafts and bills of exchange are sometimes collectively referred to in this Agreement as “orders.”

1.1.13 “Bankers’ Acceptance Fee” means the amount calculated by multiplying the face amount of each Bankers’ Acceptance by the rate for calculation of the Bankers’ Acceptance Fee specified in Section 2.6, and then multiplying the result by a fraction, the numerator of which is the duration of its term on the basis of the actual number of days to elapse from and including the date of acceptance of a Bankers Acceptance by the Lender up to but excluding the maturity date of the Bankers’ Acceptance and the denominator of which is the number of days in the calendar year in question.

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1.1.14 “Base Rate” means, on any day, the greatest of:

(a)

the annual rate of interest (expressed as a percentage per annum on the basis of a 365/366 day year) announced by the Agent on that day as its reference rate for commercial loans made in Canada in US Dollars;

(b)

the Federal Funds Effective Rate plus 0.50% per annum; and

(c)

the LIBO Rate for a LIBOR Period of one month, plus 0.75% per annum.

1.1.15 “Base Rate Advance” means an Advance in US Dollars bearing interest based on the Base Rate and includes deemed Base Rate Advances provided for in Section 4.8.

1.1.16 “BNS” means The Bank of Nova Scotia, a bank named on Schedule I of the Bank Act (Canada).

1.1.17 “BNS Tranche” is defined in Section 2.1.

1.1.18 “Borrower” means ▇▇▇▇▇▇ Communications Inc., a corporation existing under the Business Corporations Act (British Columbia), and its successors and permitted assigns.

1.1.19 “Branch of Account” means the office of the Agent at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.

1.1.20 “Business Day” means a day of the year, other than Saturday or Sunday, on which the Agent is open for business at its executive offices in Toronto, Ontario and, in respect of Advances in US Dollars only, at its principal office in New York, New York and in respect of notices, determinations, payments or Advances relating to LIBOR Advances, the Agent is open for business at its principal offices in London, England. Notwithstanding the foregoing, if banks will be open in some locations referred to above and closed in others on a particular day, and the Agent determines that the closing of those banks on that day will not adversely affect completion of relevant transactions in accordance with customary banking market and trading practices, the Agent at the request of the Borrower may, on reasonable notice to the Borrower and the Lenders, specify the particular day to be a Business Day.

1.1.21 “Canadian Dollars”, “Cdn. Dollars”, “Cdn. $” and “$” mean lawful currency of Canada.

1.1.22 “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or equivalents (however designated) of such Person’s capital stock whether now outstanding or issued after the date of this Agreement, including all Common Stock and Preferred Stock.

1.1.23 “Cash Collateral” means cash, a bank draft or a letter of credit issued by a Canadian chartered bank in a form satisfactory to the Required Lenders, acting reasonably, except that, when used in the context contemplated in the definition of “Cash Collateralize,” it shall have a meaning corresponding with that definition and shall include the proceeds of the cash collateral and other credit support contemplated in that definition.

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1.1.24 “Cash Collateralize” means, to pledge and deposit with or deliver to the Agent in accordance with and at the times required by this Agreement for the benefit of one or more of the Issuing Banks or Lenders, as collateral for obligations relating to Advances by way of L/C, including obligations of Lenders under Section 4.1 in respect of L/Cs, cash or deposit account balances or, if the Agent and each applicable Issuing Bank agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Agent and each applicable Issuing Bank, acting reasonably and in good faith.

1.1.25 “Change in Control” is defined in Schedule E.

1.1.26 “Change in Control Triggering Event” is deemed to occur upon both a Change in Control and a Rating Decline.

1.1.27 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any Applicable Law by any Governmental Authority, provided that notwithstanding anything in this Agreement to the contrary, (i) any provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives under it or issued in connection with it, in each case not announced or known and implemented before the date of this Agreement that are applicable to a Lender making a claim for compensation under Section 10.9, and (ii) 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 other Governmental Authority, in each case pursuant to Basel III and in each case only in the form adopted by the Governmental Authorities asserting relevant jurisdiction over the Lender seeking compensation under Section 10.9, but excluding any amounts that have arisen as a result of any transitional rules, guidelines or directives relating to Basel III to which a Lender making a claim for compensation under Section 10.9 is already subject, shall in each case be deemed to be a Change in Law.

1.1.28 “Commitment” means in respect of each Lender from time to time, the covenant to make Advances to the Borrower in the Lender’s Applicable Percentage of the maximum amount of the Credit and, where the context requires, the maximum amount of Advances which the Lender has covenanted to make.

1.1.29 “Common Stock” means, with respect to any Person, any and all shares, interests and participations (however designated and whether voting or non-voting) in such Person’s common equity, whether now outstanding or issued after the date of this Agreement, and includes all series and classes of such common stock.

1.1.30 “Compliance Certificate” means a certificate in the form of Schedule B.

1.1.31 “Consolidated Interest Expense” means all interest expense paid or accrued for the Borrower’s total Debt during the four consecutive most recently completed fiscal quarters of the Borrower, calculated on a Consolidated basis.

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1.1.32 “Consolidation” means the consolidation of the accounts of the Restricted Subsidiaries with those of the Borrower, if and to the extent the accounts of each such Restricted Subsidiary would normally be consolidated with those of the Borrower, all in accordance with GAAP; provided however “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary. For clarification, it is understood that the accounts of the Borrower or any Restricted Subsidiary include the accounts of any partnership, the beneficial interests in which are controlled (in accordance with GAAP) by the Borrower or that Restricted Subsidiary. The term “Consolidated” shall have a correlative meaning.

1.1.33 “Constating Documents” means, with respect to any person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, voting trust agreements and similar arrangements applicable to the person’s Capital Stock, all as in effect from time to time.

1.1.34 “Contributing Lender” shall have the meaning defined in Section 4.24.2.

1.1.35 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings.

1.1.36 “Credit” means the credit of up to $2,000,000,000 or the US Dollar equivalent thereof in favour of the Borrower which is established by this Agreement. Unless the context requires otherwise, references to the Credit shall be interpreted as including the TD Tranche and the BNS Tranche.

1.1.37 “Debt” means, without duplication and without regard to any interest component thereof, the aggregate of all indebtedness of a person determined in accordance with GAAP, excluding:

(a)

Excluded Securities, to the extent they would otherwise constitute Debt;

(b)

Excluded Assets, to the extent they would otherwise constitute Debt; and

(c)

trade payables and accrued liabilities which are current liabilities incurred in the ordinary course of business.

For greater certainty and without limitation of the foregoing, Debt shall include:

(d)

all indebtedness for Purchase Money Obligations and Financing Lease Obligations;

(e)

all direct or indirect guarantees and indemnities which in any way assure a creditor against loss in respect of indebtedness of any other person for borrowed money or for the deferred purchase price of property and related services rendered (if any);

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(f)

all indebtedness for borrowed money subordinate to the Obligations;

(g)

in the case of the Borrower, all indebtedness pursuant to borrowings under the Credit;

(h)

the face amount of any Bankers’ Acceptances or similar instruments not relating to the Credit; and

(i)

all termination payments owing by the Borrower in respect of any accelerated swap obligations resulting from the occurrence of an event of default or termination event in respect thereof.

1.1.38 “Debt to Operating Cash Flow Ratio” means the ratio of the Borrower’s aggregate Debt outstanding on a Consolidated basis to Operating Cash Flow, both calculated as at the end of the most recently completed fiscal quarter of the Borrower.

1.1.39 “Default” means any event or condition that (i) constitutes an Event of Default or (ii) would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both.

1.1.40 “Defaulting Lender” means, subject to Section 8.11.2, any Lender that:

(a)

has failed to (i) fund all or any portion of its Advances on the date such Advances were required to be funded hereunder unless the Lender notifies the Agent and the Borrower in writing that its failure is the result of its determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any Lender any other amount required to be paid by it hereunder (including under Section 4.1) when due;

(b)

has notified the Borrower, the Agent or any Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an Advance and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied);

(c)

has failed, within three Business Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this item (c) upon receipt of such written confirmation by the Agent and the Borrower); or

(d)

has itself, or is Controlled by a Person that has, (i) become the subject of a bankruptcy or insolvency proceeding, or (ii) had appointed for it a receiver,

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custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any Person that Controls it by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the Province of Ontario or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Agent or the Borrower that a Lender is a Defaulting Lender under items (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 8.11.2) upon delivery of written notice of such determination to the Borrower or the Agent, as applicable, and each Lender.

1.1.41 “Designated Account” means, in respect of any Advance, the account or accounts maintained by the Borrower at a branch of the Agent in Toronto (or a branch of BNS in Toronto, in the case of an Advance under the BNS Tranche) that the Borrower designates in its notice requesting an Advance.

1.1.42 “Drawdown Date” means the date, which shall be a Business Day, of any Advance.

1.1.43 “Event of Default” is defined in Section 7.1.

1.1.44 “Exchange Rate” means, on any day, with respect to the exchange of either of Canadian Dollars or U.S. Dollars (the “First Currency”) into the other of those currencies (the “Other Currency”), the noon spot rate of the Bank of Canada on that day or, if such rate is not or has not yet been quoted on such day, such rate on the last day on which it was quoted except that, if the Exchange Rate is required to determine the outstanding amount of Advances for a purpose that involves the purchase of Canadian Dollars or U.S. Dollars (including Section 10.13), the Exchange Rate shall be the wholesale spot buying rate quoted by the Agent for purchases of the Other Currency (in quantities equal to the outstanding amount of Advances for which the Exchange Rate is being sought) with the First Currency at noon (Toronto time) on such day.

1.1.45 “Excluded Assets” means (i) all assets of any Person other than the Borrower or a Restricted Subsidiary; (ii) investments in the Capital Stock of an Unrestricted Subsidiary held by the Borrower or a Restricted Subsidiary; (iii) any investment by the Borrower or a Restricted Subsidiary to the extent paid for with cash or other property that constitutes Excluded Assets or Excluded Securities, so long as at the time of acquisition thereof and after giving effect thereto there exists no Default; and (iv) proceeds of the sale of any Excluded Assets or Excluded Securities received by the Borrower or any Restricted Subsidiary from a Person other than the Borrower or a Restricted Subsidiary.

1.1.46 “Excluded Securities” means any indebtedness, preferred stock or common stock issued by the Borrower, or any indebtedness or preferred stock issued by any Restricted Subsidiary, in either case to an Affiliate thereof other than the Borrower or a Restricted Subsidiary; provided that, at all times, such Excluded Securities shall:

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(a)

in the case of indebtedness not owed to the Borrower or a Restricted Subsidiary, constitute Inter-Company Subordinated Debt;

(b)

in the case of indebtedness, not be guaranteed by the Borrower or any Restricted Subsidiary, unless the guarantee constitutes Inter-Company Subordinated Debt;

(c)

in the case of indebtedness, not be secured by any property of the Borrower or any Restricted Subsidiary;

(d)

in the case of indebtedness or Preferred Stock, provide by their terms that interest or dividends thereon shall be payable only to the extent that, after giving effect to any such payment, no Default has occurred and is continuing; and

(e)

in the case of indebtedness or Preferred Stock, provide by their terms that no payment (other than payments in the form of Excluded Securities) on account of principal (at maturity, by operation of sinking fund or mandatory redemption or otherwise) or other payment on account of redemption, repurchase, retirement or acquisition of such Excluded Security shall be permitted until the earlier of (x) the Maturity Date or (y) the date on which all Obligations have been paid in full and all Commitments have been terminated.

1.1.47 “Excluded Taxes” means, with respect to the Agent, any Lender, an Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or a Restricted Subsidiary hereunder, (a) taxes imposed on or measured by its net income, capital or net worth, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction in which the Lender is located and (c) in the case of a Foreign Lender (other than (i) an assignee pursuant to a request by the Borrower under Section 10.10, (ii) an assignee pursuant to an Assignment and Assumption made when an Event of Default has occurred and is continuing or (iii) any other assignee to the extent that the Borrower has expressly agreed that any withholding tax shall be an Indemnified Tax), any withholding tax that (A) is not imposed or assessed in respect of an Advance that was made on the premise that an exemption from such withholding tax would be available where the exemption is subsequently determined, or alleged by a taxing authority, not to be available and (B) is required by Applicable Law to be withheld or paid in respect of any amount payable hereunder or under any Loan Document to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 10.8, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower or a Restricted Subsidiary with respect to such withholding tax pursuant to Section 10.8. For greater certainty, for purposes of item (c) above, a withholding tax includes any Tax that a Foreign Lender is required to pay pursuant to Part XIII of the Income Tax Act (Canada) or any successor provision thereto.

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1.1.48 “Existing Credit Agreement” means the credit agreement dated 29 June 2007 among ▇▇▇▇▇▇ Communications Inc., as borrower, The Toronto-Dominion Bank, as loan agent, and the lenders named therein, as amended.

1.1.49 “Exempted Secured Debt” is defined in Section 1.1.95.

1.1.50 “Federal Funds Effective Rate” means for any period, a fluctuating interest rate per annum equal, for each day during such period, 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 for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or, for any day on which that rate is not published for that day by the Federal Reserve Bank of New York, the average of the quotations for that day for such transactions received by the Agent from three Federal Funds brokers of recognized standing.

1.1.51 “Fee Agreement” means the letter from BNS and TD in their capacity as Co-Lead Arrangers to the Borrower dated 8 June 2012 and accepted by the Borrower on 15 June 2012, which provides for fees payable by the Borrower to the Lenders in connection with the Credit.

1.1.52 “Financing Lease Obligations” means, with respect to any Person, an obligation incurred or assumed in the ordinary course of business under or in connection with any capital lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease.

1.1.53 “Foreign Lender” means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

1.1.54 “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Advances by way of L/C issued by such Issuing Bank other than those as to which such Defaulting Lender’s obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s obligation has been reallocated to other Lenders.

1.1.55 “GAAP” means generally accepted accounting principles that are in effect from time to time in Canada, as established by the Canadian Institute of Chartered Accountants or any successor body and applied from time to time by the Borrower in the preparation of its Consolidated financial statements.

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1.1.56 “Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including a Minister of the Crown, the Superintendent of Financial Institutions or other comparable authority or agency.

1.1.57 “Guarantor” means, as of the date of this Agreement, ▇▇▇▇▇▇ Communications Partnership, which is a Restricted Subsidiary.

1.1.58 “Indemnified Taxes” means Taxes other than Excluded Taxes.

1.1.59 “Information” is defined in Section 10.20.

1.1.60 “Inter-Company Subordinated Debt” means all indebtedness of the Borrower or any of the Restricted Subsidiaries (except from one to the other) for money borrowed from the Borrower or Affiliates of the Borrower and under which payments by the Borrower or such Restricted Subsidiary, as the case may be, with respect thereto are subordinated to the Obligations in the manner and to the extent set forth in Schedule G and in respect of which the agreement or instrument evidencing such indebtedness contains or incorporates by reference the provisions of Schedule G for the benefit of the Agent and the Lenders.

1.1.61 “Interest Payment Date” means (in connection with Prime Rate Advances, Base Rate Advances and L/C Fees) the second Business Day of each calendar quarter.

1.1.62 “Issuing Bank” means TD in the case of L/Cs issued under the TD Tranche, BNS in the case of L/Cs issued under the BNS Tranche, and TD or BNS in the case of all other L/Cs.

1.1.63 “L/C” means a standby letter of credit, letter of guarantee or commercial or documentary letter of credit denominated in Canadian Dollars or US Dollars in a form satisfactory to the Issuing Bank, issued by the Issuing Bank at the request of the Borrower in favour of a third Person to secure the payment or performance of an obligation of the Borrower or a Restricted Subsidiary to the third Person.

1.1.64 “L/C Fee” means, with respect to an L/C, the amount calculated by multiplying (i) the face amount of that L/C by the rate for calculation of the L/C Fee specified in Section 2.6 by (ii) a fraction, the numerator of which is the number of days for which the L/C Fee is to be paid as specified in Section 4.29 and the denominator of which is the number of days in the calendar year in question.

1.1.65 “Lenders” means each of the persons listed on Schedule D and other lenders that from time to time become Lenders in accordance with ARTICLE 9 of this Agreement, and “Lender” means any one of the Lenders.

1.1.66 “LIBO Rate” means, for any LIBOR Period and LIBOR Advance, either:

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(a)

the rate expressed as a percentage per annum on the basis of a 360 day year for deposits in US Dollars in the London interbank market for a period equal to the LIBOR Period and in an amount approximately equal to the amount of the LIBOR Advance, that appears on the Reuters LIBOR01 Page (or any successor source from time to time) as of 11:00 a.m. London time two Business Days before the first day of the LIBOR Period, or,

(b)

if no such rate appears as contemplated in item (a) above, the interest rate expressed as a percentage per annum on the basis of a 360 day year at which deposits in US Dollars are offered to the principal office of TD in London, England in the London interbank market at 11:00 a.m. London time two Business Days before the first day of the LIBOR Period for a period equal to the LIBOR Period and in an amount approximately equal to the amount of the LIBOR

Advance.

1.1.67 “LIBOR Advance” means an advance in US Dollars bearing interest based on the LIBO Rate.

1.1.68 “LIBOR Period” means the period selected by the Borrower for a LIBOR Advance or the period applicable to the LIBOR Advance under the terms of this Agreement.

1.1.69 “Lien” means any mortgage, charge, pledge, lien, privilege, security interest, hypothecation and transfer, lease of real property or other encumbrance upon or with respect to any property of any kind of the Borrower or any of the Restricted Subsidiaries, real or personal, movable or immovable, now owned or hereafter acquired.

1.1.70 “Loan Documents” means this Agreement and all other documents relating to the Credit that are entered into between the Borrower and/or one or more Guarantors on the one hand and the Agent and/or the Lenders on the other hand.

1.1.71 “Maturity Date” means 20 July 2017.

1.1.72 “Net Tangible Assets” means the Tangible Assets of any Person, less such Person’s current liabilities.

1.1.73 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders in accordance with Section 8.7.3 and (b) has been approved by the Required Lenders.

1.1.74 “Non-Defaulting Lender” means, at any time, each Lender that is not then a Defaulting Lender.

1.1.75 “Non-Funding Lender” is defined in Section 4.24.2.

1.1.76 “Obligations” means all obligations of the Borrower to the Lenders under this Agreement and the other Loan Documents, including all indebtedness and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower to the Lenders in any currency or remaining unpaid by the Borrower to the Lenders in

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any currency under this Agreement and the other Loan Documents, whether incurred by the Borrower alone or with another or others and whether as principal or surety, and all interest, fees, legal and other costs, charges and expenses. In this definition, “the Lenders” shall be interpreted as “the Lenders, or any of them.”

1.1.77 “Operating Cash Flow” means an amount equal to the total net income of the Borrower, on a Consolidated basis, for its four consecutive most recently completed fiscal quarters, determined in accordance with GAAP, excluding all extraordinary and other non-recurring and unusual items (including foreign exchange losses or gains and losses or gains on the repurchase or redemption of any securities) and excluding all non-cash GAAP expenses or income related to stock-based compensation and fair value accounting related to indebtedness and derivative instruments, plus, to the extent deducted in calculating such net income, interest expense and other financing costs and expenses, depreciation, amortization, and all Taxes, whether or not deferred, in each case applicable to those fiscal quarters. If the Borrower has made any investment or disposition, on a Consolidated basis, during its four consecutive most recently completed fiscal quarters, Operating Cash Flow otherwise calculated for those fiscal quarters shall be adjusted to include Operating Cash Flow attributable to the investment as if the investment had been made on the first day of that period and to exclude Operating Cash Flow attributable to the property disposed of as if the disposition had been made on the first day of that period.

1.1.78 “Operating Cash Flow to Consolidated Interest Expense Ratio” means the ratio of Operating Cash Flow to Consolidated Interest Expense, both calculated as at the end of the most recently completed fiscal quarter of the Borrower.

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

1.1.80 “Permits” means franchises, licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from or required by a Governmental Authority.

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

1.1.82 “Preferred Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s preferred or preference stock whether now outstanding or issued after the date of this Agreement, and includes all classes and series of preferred or preference stock.

1.1.83 “Prime Rate” means, on any day, the greater of:

(a)

the annual rate of interest expressed as a percentage per annum announced by the Agent on that day as its reference rate for commercial loans made by it in Canada in Canadian Dollars; and

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(b)

the average rate for 30 day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page at 10:00 a.m. Toronto time on that day, plus 0.75% per annum.

1.1.84 “Prime Rate Advance” means an Advance in Canadian Dollars bearing interest based on the Prime Rate and includes deemed Prime Rate Advances provided for in this Agreement.

1.1.85 “Purchase Money Obligations” means, with respect to any Person, obligations, other than Financing Lease Obligations, incurred or assumed in the ordinary course of business in connection with the purchase of property to be used in the business of such Person.

1.1.86 “Rating Agencies” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., ▇▇▇▇▇’▇ Investors Service, Inc. and Fitch IBCA or, in each case, any successor to the rating agency business thereof, and each of such Rating Agencies is referred to individually as a “Rating Agency.” “Rating Agencies” also includes DBRS Limited solely for the purpose of Section 2.6.

1.1.87 “Rating Date” means the date that is 90 days before the earlier of (i) a Change in Control and (ii) public notice of the occurrence of a Change in Control or of the intention of the Borrower to effect a Change in Control.

1.1.88 “Rating Decline” means the occurrence of the following on, or within 90 days after, the date of public notice of the occurrence of a Change in Control or of the intention by the Borrower to effect a Change in Control (which period shall be extended so long as the rating of RCI Public Debt is under publicly announced consideration for possible downgrade by any of the Rating Agencies): (a) in the event the RCI Public Debt is assigned an Investment Grade Rating by at least two of the three Rating Agencies on the Rating Date, the rating of the RCI Public Debt by at least two of the three Rating Agencies shall be below an Investment Grade Rating; or (b) in the event the RCI Public Debt is rated below an Investment Grade Rating by at least two of the three Rating Agencies on the Rating Date, the rating of the RCI Public Debt by at least two of the three Rating Agencies shall be decreased by one or more gradations (including gradation within rating categories as well as between rating categories). For the purpose of this Section 1.1.88, “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., Baa3 (or the equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc. or BBB- (or the equivalent) by Fitch IBCA.

1.1.89 “RCI Public Debt” means the publicly issued senior Debt of the Borrower on a Consolidated basis that is outstanding from time to time and ranks equally and ratably with the Obligations.

1.1.90 “Register” is defined in Section 9.3.

1.1.91 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

1.1.92 “Required Lenders” means Lenders holding, in the aggregate, not less than 50.01% of the Commitments, provided that, if any Lender is a Defaulting Lender at any time of determination, then that Lender and its Commitment shall be excluded in determining the Required Lenders.

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1.1.93 “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

1.1.94 “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of any of its property (whether such property is now owned or hereafter acquired) that has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years; (ii) leases between the Borrower and a Restricted Subsidiary or between Restricted Subsidiaries; and (iii) leases of property executed by the time of, or within 180 days after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of such property.

1.1.95 “Secured Debt” means:

(a)

Debt or trade payables of the Borrower or any Restricted Subsidiary secured by any Lien upon any of its respective property, or the Capital Stock or Debt of a Restricted Subsidiary; or

(b)

any conditional sale or other title retention agreement covering any property or Restricted Subsidiary;

but does not include any Debt or trade payables secured by any Lien or any conditional sale or other title retention agreement:

(1)

incurred or entered into on or after the date of this Agreement to finance the acquisition, improvement or construction of such property and either secured by Purchase Money Obligations or Liens placed on such property within 180 days of acquisition, improvement or construction and securing Debt or trade payables not to exceed $50,000,000 at any time outstanding;

(2)

on property or the Capital Stock or Debt of Restricted Subsidiaries and existing at the time of acquisition of the property, Capital Stock or Debt;

(3)

owing to the Borrower or any other Restricted Subsidiary; and

(4)

existing at the time a corporation or other entity becomes a Restricted Subsidiary;

each of (1) through (4) above being referred to as “Exempted Secured Debt.”

1.1.96 “Subsidiary” means, with respect to any person, a subsidiary as defined in the Canada Business Corporations Act as of the date of this Agreement, and any partnership or other organization in which the person or any Subsidiary of the person has the right to make or control management decisions.

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1.1.97 “Successor Agent” is defined in Section 8.11.

1.1.98 “Swingline Lender” means each of BNS and TD in their roles as advancing Swingline Loans.

1.1.99 “Swingline Loans” means Advances under the BNS Tranche and/or the TD Tranche, as the context requires.

1.1.100 “Tangible Assets” means at any date, the gross book value as shown by the accounting books and records of any Person of all its property both real and personal, less (i) the net book value of all its licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, non-compete agreements or organizational expenses and other like intangibles, (ii) unamortized Debt discount and expenses, (iii) all reserves for depreciation, obsolescence, depletion and amortization of its properties, and (iv) all other proper reserves which in accordance with GAAP should be provided in connection with the business conducted by such Person.

1.1.101 “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and “Tax” has a corresponding meaning.

1.1.102 “TD” means The Toronto-Dominion Bank, a bank named on Schedule I of the Bank Act (Canada).

1.1.103 “TD Tranche” is defined in Section 2.1.

1.1.104 “Threshold Amount” means, at any time, the greater of $100,000,000 and 3.5% of the Borrower’s Consolidated shareholders’ equity at that time.

1.1.105 “Unrestricted Subsidiary” means (i) any Subsidiary of the Borrower that at the time of determination is designated an Unrestricted Subsidiary in accordance with Section 6.4 and (ii) any Subsidiary of an Unrestricted Subsidiary.

1.1.106 “US Dollars” and “US $” mean lawful money of the United States of America.

1.2

Construction

This Agreement has been negotiated by each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.

1.3

Certain Rules of Interpretation

In this Agreement:

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(a)

the division into articles and sections and the insertion of headings and the Table of Contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(b)

unless specified otherwise or the context otherwise requires:

(i)

“the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”; and

(ii)

all references to specific times are references to Toronto time.

1.4

Terms Generally

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

1.5

Performance on Business Days

If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next Business Day.

1.6

Accounting Terms

In this Agreement, unless specified otherwise, each accounting term has the meaning assigned to it under GAAP.

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ARTICLE 2

THE CREDIT

2.1

Amount and Availment Options

Subject to the terms and conditions of this Agreement, the Lenders hereby establish, severally (not jointly and not jointly and severally), a credit facility for the use of the Borrower in the aggregate amount of up to $2,000,000,000 or the equivalent thereof in US Dollars. Each Lender’s obligation is limited to its respective Applicable Percentage of the Credit.

TD’s Commitment includes a tranche, which is referred to as the “TD Tranche,” of up to $100,000,000 or such lesser amount as the Borrower may from time to time designate in writing to the Agent and TD. BNS’s Commitment includes a tranche, which is referred to as the “BNS Tranche,” of up to $100,000,000 or such lesser amount as the Borrower may from time to time designate in writing to the Agent and BNS. Except as otherwise specified in this Agreement, all terms of the Credit shall apply to the TD Tranche and the BNS Tranche. Outstanding Advances under the TD Tranche and the BNS Tranche shall reduce the amount of Advances otherwise available from TD and BNS, respectively, under the Credit. The maximum amount available under the TD Tranche and the BNS Tranche shall be reduced whenever necessary, and the Borrower shall repay Advances under the TD Tranche and the BNS Tranche whenever necessary, to ensure that the aggregate of Advances from TD and BNS under the Credit (including the TD Tranche and the BNS Tranche, respectively) do not exceed their respective Commitments (disregarding the TD Tranche and the BNS Tranche, respectively).

At the option of the Borrower, the Credit (including the TD Tranche and the BNS Tranche) may be used by requesting that Prime Rate Advances, Base Rate Advances or LIBOR Advances be made, by presenting orders for acceptance as Bankers’ Acceptances or by requesting that L/Cs be issued by the applicable Issuing Bank. In addition, at the option of the Borrower, the TD Tranche and the BNS Tranche may be used by the Borrower incurring overdrafts in its Canadian Dollar and US Dollar accounts with TD and BNS, respectively, which shall be deemed to be Prime Rate Advances (in the case of Canadian Dollar accounts) and Base Rate Advances (in the case of US Dollar accounts). The face amount of L/Cs outstanding at any time, other than under the TD Tranche and the BNS Tranche, shall not exceed $100,000,000 issued by TD as Issuing Bank and $100,000,000 issued by BNS as Issuing Bank, or the equivalent amount in US Dollars.

2.2

Existing L/Cs and Overdrafts

The letters of credit and other advances that are outstanding under the “BNS Tranche” as defined in the Existing Credit Agreement shall, upon the conditions precedent in Sections 3.1 and 3.2 being satisfied, be deemed to be Advances under the BNS Tranche. The letters of credit and other advances that are outstanding under the “TD Tranche” as defined in the Existing Credit Agreement shall, upon the conditions precedent in Sections 3.1 and 3.2 being satisfied, be deemed to be Advances under the TD Tranche. Any other letters of credit that are outstanding under the Existing Credit Agreement shall, upon the conditions precedent in Sections 3.1 and 3.2 being satisfied, be deemed to be Advances under the Credit (as opposed to the TD Tranche or the BNS Tranche), with TD as Issuing Bank.

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2.3

Reborrowing

The Credit is a revolving credit. The principal amount of any Advance under the Credit that is repaid may be reborrowed if the Borrower is otherwise entitled to an Advance under the Credit.

2.4

Use of the Credit

The Credit shall be used by the Borrower for its general corporate purposes, including repayment of existing bank credit facilities of the Borrower and certain Restricted Subsidiaries and commercial paper back up.

2.5

Term and Repayment

The Credit shall be repaid in full and cancelled on the Maturity Date.

2.6

Interest Rates and Fees

[Redacted]

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[Redacted]

2.7

Guarantees

The Borrower shall cause the Guarantor to guarantee the Obligations by delivering a guarantee in favour of the Agent for the benefit of the Lenders, in the form attached as Schedule H, which among other things provides that the guarantee may be terminated in specified circumstances.

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2.8

Exchange Rate Fluctuations

If fluctuations in rates of exchange in effect between US Dollars and Canadian Dollars cause the amount of Advances (expressed in Canadian Dollars based on the Exchange Rate in effect from time to time) under the Credit to exceed the maximum amount of the Credit permitted herein by five percent or more at any time, the Borrower shall pay the Lenders within three Business Days after demand such amount as is necessary to repay the excess. If the Borrower is unable to do so because LIBOR Periods have not ended, Bankers’ Acceptances have not matured or L/Cs are outstanding, the Borrower shall, within three Business Days after demand, post Cash Collateral in the amount of the excess, which shall be held by the Agent until the amount of the excess is paid in full or is less than five percent, at which time it shall be promptly returned by the Agent to the Borrower if no Default has occurred and is continuing. If, on the date of any Advance under the Credit (whether by rollover, conversion or otherwise), the amount of Advances (expressed as described above) under the Credit exceeds the maximum amount of the Credit permitted herein because of fluctuations in rates of exchange, the Borrower shall immediately pay the Lenders the excess and shall not be entitled to any Advance that would result in the amount of the Credit being exceeded.

ARTICLE 3

DISBURSEMENT CONDITIONS

3.1

Conditions Precedent to Initial Advance

The following conditions precedent must be satisfied at or before the time of the initial Advance under this Agreement, unless waived in accordance with Section 8.7.2. Where delivery of documents is referred to, the documents shall be delivered to the Agent, for and on behalf of the Lenders, and shall be in full force and effect and in form and substance satisfactory to the Lenders. Any advances outstanding under the Existing Credit Agreement that are deemed under Section 2.2 to be Advances shall comprise the initial Advance under this Agreement.

3.1.1 Corporate Information—The Agent shall have received a certificate of each of the Borrower and the Guarantor, in each case with copies of its Constating Documents, a list of officers and directors who are signing Loan Documents on its behalf, with specimens of their signatures, and copies of the corporate proceedings taken to authorize it to execute, deliver and perform its obligations under the Loan Documents.

3.1.2 Documents—The Agent shall have received duly executed copies of this Agreement, the guarantee referred to in Section 2.7 and the Fee Agreement.

3.1.3 Liens and Existing Credit Agreement—The Agent shall have received evidence that the Existing Credit Agreement will be repaid in full and cancelled concurrently with the initial Advance (subject to Section 2.2), including payment of all interest, fees and other Obligations (as defined in the Existing Credit Agreement) to the date of cancellation. The Agent shall also

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have received evidence of the delivery of releases, discharges and postponements (in registrable form where appropriate) covering any Liens affecting the property of the Borrower and the Restricted Subsidiaries that are not permitted by this Agreement, and received any statements, acknowledgments or other evidence that is reasonably required in respect of other Liens affecting the property of the Borrower and the Restricted Subsidiaries to confirm that the Liens are permitted.

3.1.4 Financial Information—The Agent shall have received:

(a)

the Borrower’s consolidated financial statements for its fiscal quarter ended 31 March 2012 (which are identical to its Consolidated financial statements for that fiscal quarter), which are acknowledged to have been adequately delivered by having been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website;

(b)

a Compliance Certificate for the fiscal period ended 31 March 2012.

3.1.5 Opinions—The Agent shall have received:

(a)

the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Lenders, addressed to the Agent and the Lenders;

(b)

the opinions of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and any applicable local counsel (including Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP), addressed to the Agent and the Lenders; Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or applicable local counsel shall, among other things, opine (subject to customary limitations) that the entry into and performance of the Borrower’s obligations under or in connection with the Loan Documents will not contravene, conflict with, or result in the breach of any Applicable Law or with the terms and conditions of agreements relating to RCI Public Debt.

3.1.6 Other Matters

(a)

The initial Advance shall occur on 20 July 2012 and will be used in whole or in part to repay the Existing Credit Agreement as described in Section 3.1.3.

(b)

The Agent must have received payment of all fees that are payable under or in connection with this Agreement to the Agent, the Lenders or any of them on or before the initial Advance. The Agent must also have received reimbursement of all expenses incurred by the Agent, the Lenders or any of them, including legal fees, as required by this Agreement, provided that reasonable properly documented invoices have been submitted to the Borrower not later than five Business Days before the date of this Agreement.

3.2

Conditions Precedent to all Advances

The obligation of the Lenders to make any Advance is subject to the conditions precedent that:

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(a)

no Default has occurred and is continuing on the Drawdown Date, or would result from making the Advance;

(b)

the Agent has received timely notice as required under Section 4.5;

(c)

all other terms and conditions of this Agreement upon which an Advance may be obtained are fulfilled.

ARTICLE 4

ADVANCES

4.1

Lenders’ Obligations Relating to L/Cs and TD and BNS Tranches

Notwithstanding that Advances under the TD Tranche and the BNS Tranche are for the time being made by TD and BNS, respectively, it is the intention of the parties that the ultimate credit risk and exposure of any Lender in respect of the Credit (including any Advances under the TD Tranche and the BNS Tranche) be in accordance with its Applicable Percentage. Accordingly, on the Obligations becoming due and payable under Section 7.2, each Lender shall do all such things, including purchasing participations in Advances made by TD and BNS under the TD Tranche and the BNS Tranche, as shall be required to ensure that result. Any such action on the part of the Lenders shall be binding on the Borrower.

In addition, each Lender shall immediately indemnify the Issuing Bank for that Lender’s Applicable Percentage of any payment made by the Issuing Bank in respect of an L/C (other than those issued under the TD Tranche or the BNS Tranche, which are subject to the preceding paragraph) for which the Issuing Bank is not immediately reimbursed by the Borrower, and shall do all such things, including purchase of participations in Advances made by the Issuing Bank, as shall be required to ensure that result. Any such action on the part of the Lenders shall be binding on the Borrower.

Each Lender acknowledges and agrees that its obligations under this Section 4.1 are absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any L/C, the occurrence and continuance of a Default or the reduction or termination of its Commitment, and that any payment it is required to make pursuant to its obligations shall be made without any offset, abatement, withholding or reduction whatsoever.

If any Lender fails to take the actions required under this Section 4.1, the Agent may, without prejudice to the other rights of the Lenders, make such adjustments to the payments to that Lender under this Agreement as are necessary to compensate the other Lenders for that Lender’s failure. Any such adjustment shall be consistent with Section 8.11 if that Lender is a Defaulting Lender.

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4.2

Exceptions Relating to TD and BNS Tranches

Subject to the provisions of Section 4.1 regarding steps to be taken in the event of acceleration of payment of the Obligations, any provisions of this Agreement that contemplate the participation in Advances and payments under the TD Tranche and the BNS Tranche by any Lender other than TD and BNS, respectively, do not apply to the TD Tranche and the BNS Tranche. All Advances under the TD Tranche and the BNS Tranche shall be made solely by TD and BNS, respectively, and records concerning Advances under the TD Tranche and the BNS Tranche shall be maintained solely by TD and BNS, respectively. All payments of principal, interest, fees and other amounts relating to the TD Tranche and the BNS Tranche shall be made solely to TD and BNS, respectively, at such place as they may designate from time to time. Any notices by the Borrower in connection with the TD Tranche and the BNS Tranche shall be made to TD and BNS, respectively. Notice and minimum amount requirements for Advances shall not apply to Advances by way of overdraft under the TD Tranche and the BNS Tranche.

In connection with Advances by way of overdraft under the TD Tranche and the BNS Tranche, TD and BNS, respectively, shall, at the close of business daily, ascertain the position or net position of the account or accounts agreed on by the Borrower and TD and BNS, respectively. If the position or net position is a debit in favour of the applicable Lender, the debit shall (if the Borrower is entitled to an Advance) be deemed to be a Prime Rate Advance (in the case of Canadian Dollars) or a Base Rate Advance (in the case of US Dollars) under the TD Tranche or the BNS Tranche, as applicable, in the amount of the debit. If a position or net position is a credit in favour of the Borrower, the credit shall be deemed to be a repayment of Prime Rate Advances (in the case of Canadian Dollars) or Base Rate Advances (in the case of US Dollars) under the TD Tranche or the BNS Tranche, as applicable, in the amount of the credit.

4.3

Evidence of Obligations

The Obligations resulting from Prime Rate Advances, Base Rate Advances, and LIBOR Advances made by the Lenders shall be evidenced by records maintained by the Agent, and by each Lender concerning those Advances it has made (including, in the case of an Issuing Bank, the L/Cs that it has issued and, in the case of TD and BNS, Advances under the TD Tranche and the BNS Tranche, respectively). The Agent shall also maintain records of the Obligations resulting from Advances by way of Bankers’ Acceptances, and each Lender shall also maintain records relating to Bankers’ Acceptances that it has accepted. The records maintained by the Agent (and by an Issuing Bank in respect of L/Cs it has issued and by TD and BNS concerning Advances under the TD Tranche and the BNS Tranche, respectively) shall constitute, in the absence of manifest error, prima facie evidence of the Obligations and all details relating thereto. The failure of the Agent or any Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay the Obligations in accordance with this Agreement.

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4.4

Conversions

Subject to the other terms of this Agreement, the Borrower may from time to time convert all or any part of the outstanding amount of any Advance into another form of Advance permitted by this Agreement.

4.5

Notice of Advances and Payments

The Borrower shall give the Agent irrevocable written notice, in the form attached as Schedule A, of any request for any Advance to it under the Credit, except as provided in Sections 4.2 and 4.28. The Borrower shall also give the Agent irrevocable written notice in the same form of any payment by it (whether resulting from repayment, prepayment, rollover or conversion) of any Advance under the Credit.

Notice in respect of a LIBOR Advance or payment thereof shall be given on the third Business Day before the date of Advance or payment. Notice in respect of an Advance by way of Bankers’ Acceptance or payment thereof shall be given on the second Business Day before the date of Advance or payment. Notice in respect of a Prime Rate Advance, Base Rate Advance or payment thereof shall be given on the Business Day before any such Advance or payment. Notice shall be given in respect of an Advance by way of L/C in accordance with Section 4.28. Any permanent reduction of the Credit shall only be effective on three Business Days’ notice as required by Section 4.6.

Notices shall be given not later than 1:00 p.m. (Toronto time) on the date for notice. Payments (other than those being made solely from the proceeds of rollovers and conversions) must be made before 1:00 p.m. (Toronto time) on the date for payment. If a notice or payment is not given or made by those times, it shall be deemed to have been given or made on the next Business Day, unless all Lenders affected by the late notice or payment agree, in their sole discretion, to accept a notice or payment at a later time as being effective on the date it is given or made.

4.6

Prepayments and Reductions

Subject to giving notice required by Section 4.5, the Borrower may from time to time repay Advances outstanding under the Credit without penalty, except that (a) LIBOR Advances may not be paid before the end of the applicable LIBOR Periods unless the Borrower indemnifies the Lenders for any breakage costs that the Lenders incur as a result, and (b) Bankers’ Acceptances may not be paid before their respective maturity dates but the Borrower may discharge its obligations with respect to outstanding Bankers’ Acceptances at any time by paying the full face amount of the Bankers’ Acceptances to the Agent to be held as Cash Collateral for the account of the Lenders until the maturity of the Bankers’ Acceptances; provided that the Borrower shall also concurrently repay all corresponding BA Equivalent Loans.

The Borrower may from time to time, by giving not less than three Business Days’ express written notice to the Agent and paying all accrued and unpaid standby fees to the

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effective date of cancellation or reduction, irrevocably notify the Agent of the cancellation of the Credit or of the permanent reduction of the committed amount of the Credit by an amount which shall be a minimum of $10,000,000 and a whole multiple of $1,000,000. The Borrower shall have no right to any increase in the committed amount of the Credit thereafter.

4.7

Prime Rate, Base Rate and LIBOR Advances

Upon timely fulfilment of all applicable conditions as set forth in this Agreement, the Agent, in accordance with the procedures set forth in Section 4.10, will make the requested amount of a Prime Rate Advance, Base Rate Advance or LIBOR Advance available to the Borrower on the Drawdown Date requested by the Borrower by crediting the Designated Account with such amount. Each Prime Rate Advance or Base Rate Advance shall be in an aggregate minimum amount of $500,000 or US $500,000, respectively and in a whole multiple of $100,000 or US $100,000, respectively. Each LIBOR Advance shall be in minimum amount of US $5,000,000 and a whole multiple of US $1,000,000. The Borrower shall pay interest to the Agent for the account of the Lenders at the Branch of Account on any such Advances outstanding to it from time to time hereunder at the applicable rate of interest specified in Section 2.6.

Interest on Prime Rate Advances and Base Rate Advances shall be payable quarterly on each Interest Payment Date. Interest on LIBOR Advances shall be payable on the last day of the applicable LIBOR Period and, if the LIBOR Period is longer than three months, every three months after the date of the relevant LIBOR Advance. All interest shall accrue from day to day and shall be payable in arrears for the actual number of days elapsed from and including the date of Advance or the previous date on which interest was payable, as the case may be, to but excluding the date on which interest is payable, both before and after maturity, default and judgment, with interest on overdue interest at the same rate payable on demand. Overdue interest with respect to a LIBOR Advance shall, upon the expiry of the LIBOR Period applicable to such LIBOR Advance, bear interest, payable on demand, calculated at the rates applicable to Base Rate Advances.

Interest calculated with reference to the Prime Rate shall be calculated quarterly on the basis of a year of 365/366 days. Interest calculated with reference to the Base Rate shall be calculated quarterly on the basis of a year of 365/366 days. Interest calculated with reference to the LIBO Rate shall be calculated on the basis of a year of 360 days for a term equal to the applicable LIBOR Period or, if a LIBOR Period is longer than three months, every three months. Each rate of interest which is calculated with reference to a period (the “deemed interest period”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to a rate based on a calendar year calculated by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing by the number of days in the deemed interest period.

4.8

LIBOR Periods

The Borrower may select, by irrevocable notice to the Agent, LIBOR Periods of one to six months to apply to any particular LIBOR Advance. LIBOR Periods of other lengths shall

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also be available at the discretion of the Lenders from time to time. No LIBOR Period may end on a date which is not a Business Day, or after the Maturity Date. The Borrower shall from time to time select and give notice to the Agent of the LIBOR Period for a LIBOR Advance which shall commence upon the making of the LIBOR Advance or at the expiry of any outstanding LIBOR Period applicable to a LIBOR Advance that is being rolled over. If the Borrower fails to select and give the Agent notice of a LIBOR Period for a LIBOR Advance in accordance with Section 4.5, the Lenders shall be deemed to have made a Base Rate Advance to the Borrower to replace the maturing LIBOR Advance.

The Borrower shall not at any time have LIBOR Advances outstanding with a number of different maturity dates that is greater than 30 minus the number of different maturity dates for the Borrower’s Bankers’ Acceptances that are then outstanding.

4.9

Termination of LIBOR and Bankers’ Acceptance Advances

If at any time at least three Lenders holding not less than 35% of the Commitments determine in good faith and on reasonable grounds (which determination shall be conclusive and binding on the Borrower) that:

(a)

adequate and reasonable means do not exist for ascertaining the LIBO Rate applicable to a LIBOR Advance or for ascertaining the BA Discount Rate applicable to an Advance by way of Bankers’ Acceptance;

(b)

the LIBO Rate does not adequately reflect the effective cost to those Lenders of making or maintaining LIBOR Advances, or the BA Discount Rate does not adequately reflect the effective cost to those Lenders of making or maintaining Advances by way of Bankers’ Acceptance; or

(c)

they cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance or cannot otherwise perform their respective obligations hereunder with respect to any LIBOR Advance,

then upon written notice by the Agent to the Borrower,

(d)

the right of the Borrower to request LIBOR Advances or Advances by way of Bankers’ Acceptance, as the case may be, from those Lenders shall be and remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists, which notice shall be provided by the Agent to the Borrower promptly on the cessation of such condition; and

(e)

if any Lender is prevented from maintaining a LIBOR Advance, the Borrower shall, at its option, either repay the LIBOR Advances owing by it to that Lender or convert them into other forms of Advance which are permitted by this Agreement, and the Borrower shall not be responsible for any loss or expense that the Lender incurs as a result, including breakage costs, notwithstanding that such repayment or conversion does not occur on the last day of a LIBOR Period.

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4.10

Co-ordination of Prime Rate, Base Rate and LIBOR Advances

Each Lender shall advance its Applicable Percentage of each Prime Rate, Base Rate and LIBOR Advance in accordance with the following provisions:

(a)

the Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 4.5 on the day such notice is received and shall, as soon as possible, advise each Lender of such Lender’s Applicable Percentage of any Advance requested by the notice;

(b)

each Lender shall deliver its Applicable Percentage of the Advance to the Agent not later than 11:00 a.m. (Toronto time) on the Drawdown Date;

(c)

if the Agent determines that all the conditions precedent to an Advance specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Designated Account before 1:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 1:00 p.m. (Toronto time) on the Drawdown Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made; and

(d)

if the Agent determines that a Lender’s Applicable Percentage of an Advance would not be a whole multiple of $100,000 or US $100,000, as the case may be, the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the extent necessary to reflect the requirements of this sub-paragraph.

4.11

Execution of Bankers’ Acceptances

To facilitate the acceptance of Bankers’ Acceptances hereunder, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf, as and when considered necessary by the Lender, an appropriate number of orders in the form prescribed by that Lender.

Each Lender may, at its option, execute any order in handwriting or by the facsimile or mechanical signature of any of its authorized officers, and the Lenders are hereby authorized to accept or pay, as the case may be, any order of the Borrower which purports to bear such a signature notwithstanding that any such individual has ceased to be an authorized officer of the Lender. Any such order or Bankers’ Acceptance shall be as valid as if he or she were an authorized officer at the date of issue of the order or Bankers’ Acceptance.

Any order or Bankers’ Acceptance signed by a Lender as attorney for the Borrower, whether signed in handwriting or by the facsimile or mechanical signature of an authorized officer of a Lender may be dealt with by the Agent or any Lender to all intents and purposes and shall bind the Borrower as if duly signed and issued by the Borrower.

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The receipt by the Agent of a request for an Advance by way of Bankers’ Acceptances shall be each Lender’s sufficient authority to execute, and each Lender shall, subject to the terms and conditions of this Agreement, execute orders in accordance with such request and the advice of the Agent given pursuant to Section 4.14, and the orders so executed shall thereupon be deemed to have been presented for acceptance.

4.12

Sale of Bankers’ Acceptances

In each notice requesting an Advance by way of Bankers’ Acceptances, the Borrower shall designate, for each Lender other than Non BA Lenders, whether (a) it shall be the initial responsibility of the Borrower to arrange, in accordance with normal market practice, for the sale on each Drawdown Date of the Bankers’ Acceptances issued by the Borrower or (b) it shall be the responsibility of that Lender to arrange, in accordance with normal market practice, for the sale on each Drawdown Date of the Bankers’ Acceptances to be accepted by that Lender, failing which the Lender shall purchase its Bankers’ Acceptances.

If the Borrower designates that it shall be the responsibility of the Borrower to arrange for the sale of the Bankers’ Acceptances, the Borrower shall advise the Agent (which shall promptly give the relevant particulars to each Lender) as soon as possible and in any event not later than 10:00 a.m. (Toronto time) on the Drawdown Date of the terms and maturity dates (which shall be identical for all Lenders) and the purchaser and price payable for each such Bankers’ Acceptance. If, notwithstanding that the Borrower designated that it would be the initial responsibility of the Borrower to arrange for the sale of Bankers’ Acceptances, the Borrower is unable to arrange some or all sales, the Borrower shall notify the Agent (which shall promptly notify the relevant Lenders) as soon as possible and in any event not later than 9:30 a.m. (Toronto time) on the Drawdown Date, in which case it shall be the responsibility of the relevant Lenders to arrange for the sale of their respective Bankers’ Acceptances, failing which they shall purchase their respective Bankers’ Acceptances.

In accordance with the procedures set forth in Section 4.14, the Agent will make the net proceeds of the requested Advance by way of Bankers’ Acceptances received by it from the Lenders available to the Borrower on the Drawdown Date by crediting the Designated Account with such amount.

4.13 Size and Maturity of Bankers’ Acceptances and Rollovers

Each Advance of Bankers’ Acceptances shall be in a minimum amount of $5,000,000 and in a whole multiple of $500,000, and each Bankers’ Acceptance shall be in the amount of $1000 or whole multiples thereof. Each Bankers’ Acceptance shall have a term of one to six months after the date of acceptance of the order by a Lender, but no Bankers’ Acceptance may mature on a date which is not a Business Day or on a date which is later than the Maturity Date. The face amount at maturity of a Bankers’ Acceptance may be renewed as a Bankers’ Acceptance or converted into another form of Advance permitted by this Agreement.

The Borrower shall not at any time have Bankers’ Acceptances outstanding with a number of different maturity dates that is greater than 30 minus the number of different maturity dates for the Borrower’s LIBOR Advances that are then outstanding.

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4.14

Co-ordination of BA Advances

Each Lender shall advance its Applicable Percentage of each Advance by way of Bankers’ Acceptances in accordance with the provisions set forth below.

4.14.1 The Agent, promptly following receipt of a notice from the Borrower pursuant to Section 4.5 requesting an Advance by way of Bankers’ Acceptances, shall advise each Lender of the aggregate face amount and term(s) of the Bankers’ Acceptances to be accepted by it, which term(s) shall be identical for all Lenders. The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender shall be determined by the Agent by reference to the respective Commitments of the Lenders, except that, if the face amount of a Bankers’ Acceptance would not be $1000 or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of $1000.

4.14.2 Information concerning the term, maturity date and price payable for Bankers’ Acceptances and, if applicable, the identity of purchasers of Bankers’ Acceptances shall be provided by the Borrower to the Agent and by the Agent to the Lenders in accordance with Section 4.12.

4.14.3 Each Lender shall transfer to the Agent at the Branch of Account for value on each Drawdown Date immediately available Cdn. Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers’ Acceptances accepted and sold or purchased by the Lender on such Drawdown Date net of the applicable Bankers’ Acceptance Fee and net of the amount required to pay any of its previously accepted Bankers’ Acceptances that are maturing on the Drawdown Date or any of its other Advances that are being converted to Bankers’ Acceptances on the Drawdown Date.

4.14.4 If the Agent determines that all the conditions precedent to an Advance specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Designated Account before 1:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 1:00 p.m. (Toronto time) on the Drawdown Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

4.14.5 Subject to Section 4.9 but notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to the Agent for the account of the Borrower in respect of the sale of any Bankers’ Acceptance issued by the Borrower and accepted by such Lender, the proceeds of sale thereof shall be deemed to be an amount equal to the BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Bankers’ Acceptance for which a Lender has arranged the sale, rather than the Borrower, the Lender in addition to its entitlement to retain the applicable Bankers’ Acceptance Fee for its own account shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the BA Discount Proceeds calculated with respect thereto, and shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the BA Discount Proceeds calculated with respect thereto.

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4.15

Non BA Lender

Whenever the Borrower requests an Advance that includes Bankers’ Acceptances, each Lender that is not permitted by Applicable Law or by customary market practice to accept a Bankers’ Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Bankers’ Acceptances, make available to the Borrower on the Drawdown Date a loan (a “BA Equivalent Loan”) in Canadian Dollars and in an amount equal to the BA Discount Proceeds of the Bankers’ Acceptances that the Non BA Lender would have been required to accept on the Drawdown Date if it were able to accept Bankers’ Acceptances. Each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Bankers Acceptance Fee that would have been applicable had it been able to accept Bankers’ Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Bankers’ Acceptances that the Non BA Lender would otherwise have accepted and the Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Bankers’ Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Bankers’ Acceptances and Lenders that accept Bankers’ Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders.

4.16

Payment of Bankers’ Acceptances

The Borrower shall provide for the payment to the Agent at the Branch of Account for the account of the applicable Lenders of the full face amount of each Bankers’ Acceptance accepted for its account on the earlier of (i) the date of maturity of a Bankers’ Acceptance and (ii) the date on which any Obligations become due and payable pursuant to Section 7.2. The Lenders shall be entitled to recover interest from the Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances under the Credit under which the Bankers’ Acceptance was issued, compounded monthly, upon any amount payment of which has not been provided for by the Borrower in accordance with this Section. Interest shall be calculated from and including the date of maturity of each Bankers’ Acceptance up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrower.

If the Borrower provides cash in respect of a Bankers’ Acceptance in response to any Obligations becoming due and payable under Section 7.2 before the date of maturity of the Bankers’ Acceptance, it shall be entitled to receive interest on the cash provided in accordance with Section 10.10 as long as the cash is held as Cash Collateral.

4.17

Deemed Advance—Bankers’ Acceptances

Except for amounts which are paid from the proceeds of a rollover of a Bankers’ Acceptance or for which payment has otherwise been funded by the Borrower, any amount which a Lender pays to any third party on or after the date of maturity of a Bankers’ Acceptance in satisfaction thereof or which is owing to the Lender in respect of such a Bankers’ Acceptance on or after the date of maturity of such a Bankers’ Acceptance, shall be deemed to be a Prime Rate Advance to the Borrower under this Agreement. Each Lender shall forthwith give notice of the making of such a Prime Rate Advance to the Borrower and the Agent (which shall promptly give similar notice to the other Lenders). Interest shall be payable on such Prime Rate Advances in accordance with the terms applicable to Prime Rate Advances.

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4.18

Waiver

The Borrower shall not claim from a Lender any days of grace for the payment at maturity of any Bankers’ Acceptances presented and accepted by the Lender pursuant to this Agreement. The Borrower waives any defence to payment which might otherwise exist if for any reason a Bankers’ Acceptance shall be held by a Lender in its own right at the maturity thereof, and the doctrine of merger shall not apply to any Bankers’ Acceptance that is at any time held by a Lender in its own right.

4.19

Degree of Care

Any executed orders to be used as Bankers’ Acceptances shall be held in safekeeping with the same degree of care as if they were the Lender’s own property, and shall be kept at the place at which such orders are ordinarily held by such Lender.

4.20

Indemnity

The Borrower shall indemnify and hold the Lenders, and each of them, harmless from any loss, cost, damage or expense with respect to any Bankers’ Acceptance dealt with by the Lenders for the Borrower’s account, but shall not be obliged to indemnify a Lender for any (i) loss, cost, damage or expense caused by the gross negligence, wilful misconduct or breach of any Loan Document of that Lender or (ii) claims brought by the Agent against a Lender or by a Lender against the Agent or another Lender.

4.21

Obligations Absolute

The obligations of the Borrower with respect to Bankers’ Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

(a)

any lack of validity or enforceability of any order accepted by a Lender as a Bankers’ Acceptance; or

(b)

the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers’ Acceptance, a Lender or any other person or entity, whether in connection with this Agreement or otherwise.

4.22

Shortfall on Drawdowns, Rollovers and Conversions

The Borrower agrees that:

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(a)

the difference between the amount of an Advance requested by the Borrower by way of Bankers’ Acceptances and the actual proceeds of the Bankers’ Acceptances;

(b)

the difference between the actual proceeds of a Bankers’ Acceptance and the amount required to pay a maturing Bankers’ Acceptance, if a Bankers’ Acceptance is being rolled over; and

(c)

the difference between the actual proceeds of a Bankers’ Acceptance and the amount required to repay any Advance which is being converted to a Bankers’ Acceptance;

shall be funded and paid by the Borrower from its own resources, by 11:00 a.m. on the day of the Advance or may be advanced as a Prime Rate Advance under the Credit if the Borrower is otherwise entitled to an Advance under the Credit.

4.23

Prohibited Use of Bankers’ Acceptances

The Borrower shall not enter into any agreement or arrangement of any kind with any person to whom Bankers’ Acceptances have been delivered whereby the Borrower undertakes to replace such Bankers’ Acceptances on a continuing basis with other Bankers’ Acceptances, nor shall the Borrower directly or indirectly take, use or provide Bankers’ Acceptances as security for loans or advances from any other person.

4.24

Failure of Lender to Fund

4.24.1 Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. (The Borrower and Lenders acknowledge that, as of the date of this Agreement, it is not the Agent’s usual practice to proceed as it is entitled to do in accordance with the preceding sentence.) In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. For clarity, the Borrower shall not be responsible for payment or reimbursement of interest owing by the applicable Lender to the Agent, but shall be responsible for payment to the Lender of interest on the Advance from and including the date the amount was made available to the Borrower by the Agent. So If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent.

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4.24.2 Notwithstanding the provisions of Section 4.24.1, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (such Lender being herein called the “Non-Funding Lender”), the Agent shall forthwith give notice of such failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of such Advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in such circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent and the Borrower its Applicable Percentage of any Advance as required herein.

4.25

Payments by the Borrower

All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as otherwise provided in this Agreement (including Section 4.26), the Agent shall distribute:

(a)

payments of interest in accordance with each Lender’s Applicable Percentage of the Credit;

(b)

repayments of principal in accordance with each Lender’s Applicable Percentage of the Credit; and

(c)

all other payments received by the Agent, including amounts received upon enforcement of the Obligations, in accordance with each Lender’s Applicable Percentage of the Credit, except that no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations.

If the Agent does not distribute a Lender’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the rate per annum determined by the Agent in accordance with prevailing banking industry practice on interbank compensation multiplied by (ii) the Lender’s share of the amount received by the

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Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365 and the Borrower shall not be responsible for the payment of such interest or the reimbursement of any such payment by the Agent.

4.26

Payments by Agent

4.26.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:

(a)

the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;

(b)

if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received by the Agent;

(c)

if any Lender advances more or less than its Applicable Percentage of the Credit, such Lender’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;

(d)

if a Lender’s Applicable Percentage of an Advance has been advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender’s entitlement to such payment shall be reduced in proportion to the length of time such Lender’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding;

(e)

the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall, in the absence of manifest error, be binding and conclusive; and

(f)

upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein.

4.26.2 Unless the Agent has received notice from the Borrower before the date on which any payment is due to the Agent for the account of any Lender that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.

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4.27

Prohibited Rates of Interest

It is the intention of the parties to comply with applicable usury laws now or hereafter enacted. Accordingly, notwithstanding any other provisions of this Agreement or any other Loan Document, in no event shall any Loan Document require the payment or permit the collection of interest or other amounts in an amount or at a rate in excess of the amount or rate that is permitted by Applicable Law or in an amount or at a rate that would result in the receipt by the Lenders or the Agent of interest at a criminal rate, as the terms “interest” and “criminal rate” are defined under the Criminal Code (Canada). Where more than one such law is applicable to the Borrower, the Borrower shall not be obliged to make payment in an amount or at a rate higher than the lowest amount or rate permitted by such laws. If from any circumstances whatever, fulfilment of any provision of any Loan Document shall involve transcending the limit of validity prescribed by Applicable Law for the collection or charging of interest, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Agent or the Lenders shall ever receive anything of value as interest or deemed interest under any Loan Document in an amount that would exceed the highest lawful rate of interest permitted by Applicable Law, such amount that would be excessive interest shall be applied to the reduction of the principal amount of the Credit, and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Credit, the amount exceeding the unpaid balance shall be refunded to the Borrower. In determining whether or not the interest paid or payable under any specified contingency exceeds the highest lawful rate, the Borrower, the Agent and the Lenders shall, to the maximum extent permitted by Applicable Law, characterize any non-principal payment as an expense, fee or premium rather than as interest, exclude voluntary prepayments and the effects thereof, amortize, prorate, allocate and spread the total amount of interest throughout the term of such indebtedness so that interest thereon does not exceed the maximum amount permitted by Applicable Law, and/or allocate interest between portions of such indebtedness to the end that no such portion shall bear interest at a rate greater than that permitted by Applicable Law. For the purposes of the application of the Criminal Code (Canada), the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles and in the event of any dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purpose of such determination.

4.28

Issuance and Maturity of L/Cs

Notice shall be given in respect of an Advance by way of L/C directly to the applicable Issuing Bank at such time as the Issuing Bank may reasonably require so that it has sufficient time to review the proposed form of L/C. A request shall be in a form acceptable to the Issuing Bank and shall include the details of the L/C to be issued. The Issuing Bank shall promptly notify the Borrower of any comment concerning the form of the L/C requested by the Borrower and shall, if the Borrower is otherwise entitled to an Advance, issue the L/C to the Borrower or as it directs on the Drawdown Date or as soon thereafter as the Issuing Bank is satisfied with the form of L/C to be issued.

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Each L/C issued under this Agreement shall have a term which is not more than one year after its issuance date or renewal date (which may extend beyond the Maturity Date), but may provide for automatic renewal of its term for successive periods of up to one year each as long as the Issuing Bank has the right to avoid automatic renewal by giving notice to the beneficiary of the L/C before the extension becomes effective. An L/C may otherwise be renewed by the Borrower subject to complying with the terms of this Agreement applicable to an Advance by way of L/C. On the cancellation of the Credit, the Borrower shall arrange for all outstanding L/Cs to be returned to the applicable Issuing Bank for cancellation or provide Cash Collateral to the applicable Issuing Bank in an amount sufficient to fully secure all outstanding L/Cs, all L/C Fees and all fronting fees for the remainder of their respective terms (assuming no automatic renewal), in which case the Cash Collateral shall be held by the Issuing Bank until all outstanding L/Cs have been returned for cancellation, have been fully drawn or have expired, and all Obligations of the Borrower relating to the L/Cs have been paid and performed in full.

4.29

Payment of L/C Fees

Payment of L/C Fees shall be made to the Agent on each Interest Payment Date, based on information provided to it by each Issuing Bank in respect of L/Cs for which it is not the Issuing Bank. L/C Fees shall be calculated at the rate specified in Section 2.6 on the undrawn amount of each L/C, shall accrue from day to day and shall be payable in arrears for the actual number of days elapsed from and including the date of Advance or the previous Interest Payment Date, as the case may be, to but excluding the current Interest Payment Date, or including the expiry date of the L/C, as the case may be. L/C fees shall be calculated on the basis of a 365/366 day year.

4.30

Payment of L/Cs

The Borrower shall provide for the payment to the applicable Issuing Bank at the branch where the L/C was issued of the full face amount of each L/C (or the amount actually paid in the case of a partial payment) on the earlier of (i) the date on which the Issuing Bank notifies the Borrower that it has made a payment to the beneficiary of an L/C, and (ii) the date on which any Obligations become due and payable pursuant to Section 7.2. Any payment made under item (ii) shall be held as Cash Collateral until maturity or cancellation of the L/Cs collateralized and all other obligations under this Agreement and the other Loan Documents have been paid in full and performed, other than obligations that by their terms survive the termination of this Agreement. The Issuing Bank shall be entitled to recover interest from the Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances (in the case of Canadian Dollar L/Cs) or Base Rate Advances (in the case of US Dollar L/Cs), compounded monthly, on any amount payment of which has not been provided for by the Borrower in accordance with this Section 4.30. Interest shall be calculated from and including the date on which the Issuing Bank makes a payment to the beneficiary of an L/C, up to but excluding the date such payment, and all interest thereon, both before and after demand, default and judgment, is provided for by the Borrower.

The obligation of the Borrower to reimburse the Issuing Bank for a payment to a beneficiary of an L/C shall be absolute and unconditional (without prejudice to the Borrower’s right, after reimbursing the Issuing Bank, to claim damages from the Issuing Bank for matters arising from the Issuing Bank’s wilful misconduct, gross negligence or breach of any Loan

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Document), and shall not be reduced by any demand or other request for payment of an L/C (a “Demand”) paid or acted on in good faith and in conformity with Applicable Laws or customs applicable thereto being invalid, insufficient, fraudulent or forged, nor shall the Borrower’s obligation be subject to any defence or be affected by any right of set off, counter-claim or recoupment that the Borrower may now or hereafter have against the beneficiary, the Issuing Bank or any other Person for any reason whatsoever, including the fact that the Issuing Bank paid a Demand or Demands (if applicable) aggregating up to the amount of the L/C notwithstanding any contrary instructions from the Borrower to the Issuing Bank or the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Bank of a Demand. Any action, inaction or omission taken or suffered by the Issuing Bank under or in connection with an L/C or any Demand, if in good faith and in conformity with Applicable Laws or customs applicable thereto shall be binding on the Borrower and shall not place the Issuing Bank under any resulting liability to the Borrower except for the Issuing Bank’s gross negligence, wilful misconduct or breach of any Loan Document. Without limiting the generality of the foregoing, the Issuing Bank may receive, accept, or pay as complying with the terms of the L/C, any Demand otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other person or entity acting as the representative or in place of, the beneficiary. The Borrower shall not take any steps, issue any instructions to the Issuing Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Bank or its correspondents to honour or pay a Demand.

If the Borrower provides cash in response to any Obligations becoming due and payable under Section 7.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.10 as long as the cash is held as Cash Collateral.

4.31

Deemed Advance—L/Cs

Except for amounts that have been funded by the Borrower, any amount that an Issuing Bank pays to any third Person in respect of an L/C in satisfaction or partial satisfaction thereof shall also be deemed to be a Prime Rate Advance in the case of Canadian Dollar L/Cs or a Base Rate Advance in the case of US Dollar L/Cs (under the TD Tranche or the BNS Tranche, if the L/C was issued pursuant to the TD Tranche or the BNS Tranche, respectively, and otherwise under the Credit, with each Lender participating in accordance with Section 4.1). Interest shall be payable on such Advances in accordance with the terms applicable to such Advances.

4.32

Prohibited Use of L/Cs

The Borrower shall not directly or indirectly take, use or provide L/Cs as security for loans or advances of borrowed money from any other person.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1

Representations and Warranties

The Borrower represents and warrants to the Lenders as specified below. Each representation and warranty below is made by the Borrower as to itself and, in respect of Sections 5.1.1 and 5.1.2(a) only, as to the Guarantor.

5.1.1 Corporate Matters

(a)

It is a duly incorporated or amalgamated and validly existing corporation, or is a duly established and validly existing partnership, and has the corporate or other similar power and authority to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged.

(b)

It is in compliance with the requirements for carrying on business in all jurisdictions in which it carries on business, and has any Permits required as of the date hereof to enter into and perform its obligations under the Loan Documents to which it is or will be a party, to own its property and to carry on the business in which it is engaged, except to the extent that the non-compliance or absence of Permits would not have a material adverse effect on its ability to perform its obligations under the Loan Documents.

(c)

The entering into and the performance by it of the Loan Documents to which it is or will be a party have been duly authorized by all necessary corporate action on its part, do not and will not violate its Constating Documents, any Applicable Law, any material Permit or any agreement relating to RCI Public Debt, and will not in any material respect result in the creation of any Lien on any of its property, require it to create any Lien on any of its property or result in the forfeiture of any of its property.

(d)

Its Constating Documents do not restrict the power of its directors to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future property to secure the Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents.

(e)

It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, Permit or agreement relating to RCI Public Debt, the violation of which would materially and adversely affect its ability to perform its obligations under the Loan Documents, nor will its execution, delivery and performance of the Loan Documents to which it is or will be a party result in any such violation.

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5.1.2 Loan Documents

(a)

The Loan Documents to which it is or will be a party have been or will be duly executed and delivered by it and, when executed and delivered, will constitute legal, valid and binding obligations enforceable against it in accordance with their respective terms, subject to the availability of equitable remedies, the effect of bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and other qualifications contained in the legal opinions of the Borrower’s Counsel.

(b)

To the Borrower’s knowledge, except as reported to the Agent under Section 6.3.2(a), no Default has occurred and is continuing.

5.1.3 Litigation, Financial Statements Etc.

(a)

As of the date of execution of this Agreement, except as disclosed in any filing posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website, there are no litigation, arbitration or administrative proceedings or industrial or labour disputes outstanding and, to its knowledge after having made reasonable inquiry, there are no proceedings or disputes pending or threatened in writing, against it or any Restricted Subsidiary which, in either case, would reasonably be expected to materially and adversely affect its ability to perform its obligations under the Loan Documents.

(b)

To its knowledge after having made reasonable inquiry, all of its quarterly and annual financial statements which have been furnished to the Lenders, or any of them, in connection with this Agreement (including by posting on the ▇▇▇.▇▇▇▇▇.▇▇▇ website, or other website generally used in Canada for public filings by reporting issuers) fairly present in all material respects its financial position as of the dates referred to therein and have been prepared in accordance with GAAP except, in the case of quarterly financial statements, certain notes to the statements and normal year-end audit adjustments required by GAAP are not included.

(c)

As of the date of execution of this Agreement, there does not exist and there has not occurred since 31 December 2011 any change in its property, operations or condition (financial or otherwise) that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Loan Documents, nor is there any existing condition, event or development that would reasonably be expected to result in such a change.

(d)

It is not in default under any agreement relating to RCI Public Debt to an extent that would materially and adversely affect the financial position of the Borrower and the Restricted Subsidiaries, taken as a whole, or their ability to carry on business or perform their obligations under the Loan Documents.

(e)

Other than as permitted in this Agreement, the Obligations rank equally and ratably with all of the Borrower’s other Debt, other than Debt that is by its terms expressly subordinated to the Obligations and any Debt that is preferred by mandatory provisions of Applicable Law.

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(f)

As of the date of this Agreement, its registered office is located in British Columbia.

5.2

Survival of Representations and Warranties

Unless expressly stated to be made as of a specific date, the representations and warranties made in this Agreement shall survive the execution of this Agreement and all other Loan Documents, and shall be deemed to be repeated as of the date of each Advance (excluding the rollover or conversion of any existing Advance and the making of any deemed Advance) and as of the date of delivery of each Compliance Certificate, subject to modifications made by the Borrower to the Lenders in writing and accepted by the Required Lenders, acting reasonably. The Lenders shall be deemed to have relied upon such representations and warranties at each such time as a condition of making an Advance hereunder or continuing to extend the Credit hereunder.

ARTICLE 6

COVENANTS AND CONDITIONS

6.1

Financial Covenants

6.1.1 The Borrower shall ensure that the Debt to Operating Cash Flow Ratio does not exceed 4.50 to 1 at the end of each of its fiscal quarters.

6.1.2 The Borrower shall ensure that the Operating Cash Flow to Consolidated Interest Expense Ratio is not less than 2.00 to 1 at the end of each of its fiscal quarters.

6.2

Positive Covenants

6.2.1 General Covenants

(a)

The Borrower shall duly and punctually pay the Obligations at the times and places and in the manner required by the terms thereof.

(b)

The Borrower and the Guarantor shall each operate its business in compliance in all material respects with all Applicable Law (including that regarding ownership of persons carrying on the type of business that it carries on), all agreements relating to RCI Public Debt and its Permits, except where failure to do so would not have a material adverse effect on its ability to perform its obligations under the Loan Documents to which it is or will be a party.

(c)

The Borrower and the Guarantor shall each maintain in good standing and shall obtain, as and when required, all Permits which are material and necessary to permit it to acquire, own, operate and maintain its business and property, except where failure to do so would not have a material adverse effect on its ability to perform its obligations under the Loan Documents to which it is or will be a party.

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(d)

The Borrower will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material Taxes levied or imposed upon the Borrower or any Restricted Subsidiary or upon the income, profits or property of the Borrower or any Restricted Subsidiary and (b) all material lawful claims for labour, materials and supplies, which, if unpaid, might by law become a Lien upon the property of the Borrower or any Restricted Subsidiary that would reasonably be expected to produce a material adverse effect on the Consolidated financial condition of the Borrower; provided, however, that the Borrower shall not be required to pay or discharge or cause to be paid or discharged any such Tax or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

6.2.2 Inspection

If a Default has occurred and is continuing, the Borrower shall at all reasonable times and from time to time upon reasonable notice, permit representatives of the Lenders to inspect any of its property and to examine and take extracts from its financial books, accounts and records, including accounts and records stored in computer data banks and computer software systems, and to discuss its financial condition with its senior officers and (in the presence of such of its representatives as it may designate) its auditors, the reasonable expense of all of which shall be paid by the Borrower, provided that:

(a)

the Lenders’ exercise of their rights under this paragraph does not unreasonably interfere with its operations;

(b)

the Lenders maintain the confidentiality of all information they receive in accordance with usual requirements of banker / customer confidentiality, and do not disclose or use it except for the purposes of this Agreement;

(c)

any representative of a Lender who is not an employee of that Lender has executed and delivered an agreement in favour of the Borrower and the Lenders to use any information obtained as a result of any inspection or examination on behalf of a Lender only for the purposes of this Agreement, and has established to the reasonable satisfaction of the Borrower and the Lenders that there is no inherent conflict of interest between the business and clientele of the Borrower and the business and clientele (other than the Lenders) of that representative;

(d)

unless steps have been taken to enforce all or any part of the Obligations, the Lenders and their representatives shall not be entitled to take copies of any portion of the books, accounts and records of the Borrower or any Restricted Subsidiary that would identify any particular customer of the Borrower or the usage made by a particular customer or group of customers of the services offered by the Borrower or any Restricted Subsidiary, provided that any such access granted to the Lenders and their representatives shall be subject to any limitations imposed by Applicable Law;

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(e)

the examination and inspection does not breach any confidentiality provision of any agreement relating to technological aspects of the computer data banks and hardware and software systems belonging to the Borrower.

6.3

Reporting and Notice Requirements

During the term of this Agreement, the Borrower shall deliver or cause the delivery of the periodic reports specified below and shall give notices in the circumstances specified below, or cause notices to be given. Any report or notice shall be considered to have been delivered or given when the Borrower notifies the Agent that it has been posted by the Borrower on the ▇▇▇.▇▇▇▇▇.▇▇▇ website, or other website generally used in Canada for public filings by reporting issuers. All financial statements shall be prepared in accordance with GAAP except that, in the case of quarterly financial statements, certain notes to the statements and normal year-end audit adjustments required by GAAP are not included.

6.3.1 Periodic Reports

(a)

The Borrower shall, as soon as practicable and in any event within 60 days after the end of each fiscal quarter (including the fourth fiscal quarter if the Borrower issues financial statements to the public for that quarter), cause to be prepared and delivered to the Lenders, interim unaudited consolidated and Consolidated financial statements of the Borrower as at the end of such fiscal quarter including a balance sheet, statement of income and retained earnings and statement of cash flows.

(b)

The Borrower shall, as soon as practicable and in any event within 120 days after the end of the Borrower’s fiscal year, cause consolidated and Consolidated annual financial statements of the Borrower to be prepared and delivered to the Lenders including a balance sheet, statement of income and retained earnings and statement of cash flows for such fiscal year, which shall, in the case of the consolidated financial statements, be audited by an internationally recognized accounting firm.

(c)

The Borrower shall, concurrently with the delivery of its quarterly financial statements, and its annual financial statements if it does not issue fourth quarter financial statements to the public, provide the Lenders with a Compliance Certificate.

(d)

The Borrower shall, as soon as practicable and in any event within 120 days after the beginning of the Borrower’s fiscal year, cause its consolidated budget for the fiscal year to be prepared and delivered to the Lenders, including a forecast of capital expenditures and financial projections comprised of a balance sheet, income statement and statement of cash flows and, if a forecast is prepared by the Borrower and approved by its board of directors for the one or two years following the budgeted fiscal year, provide a copy of that forecast to the Lenders.

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Notwithstanding Sections 6.3.1(a) and 6.3.1(b), if at the end of a relevant fiscal period, (i) the aggregate book value of the Excluded Assets did not constitute more than 10% of the consolidated book value of the assets of the Borrower, and (ii) the aggregate operating cash flow of the Excluded Assets did not constitute more than 10% of the consolidated operating cash flow of the Borrower (in each case calculated on a consolidated basis, including Excluded Assets, and otherwise based on the definition of Operating Cash Flow), then the Borrower shall not be required to provide the Consolidated financial statements referred to in those Sections for the fiscal period in question.

Subject to the foregoing, the Borrower shall promptly provide to the Agent all other information reasonably requested by the Agent on behalf of the Lenders from time to time concerning the business, financial condition and property of the Borrower and the Restricted Subsidiaries.

If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing any part of its financial statements for its fiscal year ended 31 December 2011, the Borrower shall provide the Lenders with all information reasonably available to the Borrower that the Lenders reasonably require to ensure that reports provided to the Lenders after any change are comparable to reports for the immediately preceding fiscal year.

6.3.2 Requirements for Notice

(a)

The Borrower shall promptly notify the Lenders of any Default of which it becomes aware, using reasonable diligence.

(b)

The Borrower shall promptly notify the Lenders on becoming aware of the occurrence of any litigation, dispute, arbitration, proceeding or other event that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement, or the Loan Documents to which it is a party, and shall from time to time provide the Lenders with all reasonable information requested by any of the Lenders concerning the status thereof.

6.4

Restricted Subsidiaries

(a)

The board of directors of the Borrower may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Borrower or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (i) prior to and immediately after such designation or transfer, no Default shall have occurred and be continuing, and (ii) such Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Borrower’s Consolidated Net Tangible Assets. For the purposes of this Section 6.4(a), (1) the Borrower’s Consolidated Net Tangible Assets shall also include the aggregate Net

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Tangible Assets of such Subsidiary or Person and all other Unrestricted Subsidiaries and (2) Excluded Assets shall be excluded from the calculation of Net Tangible Assets and Consolidated Net Tangible Assets.

(b)

The board of directors of the Borrower may not designate any Unrestricted Subsidiary as a Restricted Subsidiary unless:

(i)

such Unrestricted Subsidiary or such Person is incorporated or organized in Canada or a Province or territory thereof, or in the United States or any State thereof or the District of Columbia; and

(ii)

immediately before and after giving effect to such designation, no Default shall have occurred and be continuing.

(c)

Nothing in this Section 6.4 shall restrict or limit the Borrower or any Restricted Subsidiary from transferring any Excluded Asset to any Unrestricted Subsidiary or any Person that is to become an Unrestricted Subsidiary.

(d)

As of the date of this Agreement, there are no Unrestricted Subsidiaries.

6.5

Negative Covenants

During the term of this Agreement, the Borrower shall not do any of the things specified in this Section without the prior written consent of the Required Lenders.

6.5.1 Limitation on Secured Debt

The Borrower shall not, and the Borrower shall not permit any of the Restricted Subsidiaries to, create, assume, incur or guarantee any Secured Debt unless and for so long as the Borrower secures the Obligations equally and ratably with (or prior to) such Secured Debt. However, the Borrower may incur Secured Debt without securing the Obligations if, immediately after incurring the Secured Debt, the aggregate amount of all Secured Debt plus the aggregate amount of Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions would not exceed 15% of the Borrower’s Consolidated Net Tangible Assets. The aggregate amount of all Secured Debt in the preceding sentence excludes Secured Debt that is secured equally and ratably with the Obligations and Secured Debt that is being repaid concurrently. Any Lien which is granted to secure the Obligations under this Section 6.5.1 shall be discharged at the same time as the discharge of the Lien securing the Secured Debt that gave rise to the obligation to secure the Obligations under this Section 6.5.1.

6.5.2 Limitation on Sale and Leaseback Transactions

The Borrower shall not permit, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless either (i) immediately thereafter, the sum of (1) the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into by the Borrower or a Restricted Subsidiary on or after the date of this Agreement (or, in the case of a Restricted Subsidiary, the date on

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which it became a Restricted Subsidiary, if on or after the date of this Agreement) and (2) the aggregate amount of all Secured Debt, excluding Secured Debt which is secured equally and ratably with the Obligations, would not exceed 15% of the Borrower’s Consolidated Net Tangible Assets, or (ii) an amount equal to the greater of the net proceeds to the Borrower or a Restricted Subsidiary from such sale and the Attributable Debt to be outstanding pursuant to such Sale and Leaseback Transaction is used within 180 days to retire Debt of the Borrower or a Restricted Subsidiary, and such retirement of Debt complies with all other conditions of this Agreement. However, Debt which is subordinate to the Obligations or that is owed to the Borrower or a Restricted Subsidiary may not be retired.

6.5.3 Limitation on Restricted Subsidiary Debt

The Borrower will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Debt (other than Debt to the extent that the Obligations are secured equally and ratably with (or prior to) such Debt), unless (i) the Obligations are guaranteed (which guarantee may be on an unsecured basis) by such Restricted Subsidiary such that the claim of the Agent on behalf of the Lenders under such guarantee ranks prior to or equally and ratably with such Debt or (ii) after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, the sum of (without duplication) (x) the aggregate principal amount of Debt (other than Exempted Secured Debt) of all Restricted Subsidiaries, (y) the then outstanding principal amount of Secured Debt of the Borrower (not on a Consolidated basis) and (z) Attributable Debt relating to then outstanding Sale and Leaseback Transactions, would not exceed 15% of Consolidated Net Tangible Assets of the Borrower, provided however that this restriction will not apply to, and there will be excluded from any calculation hereunder (A) Debt owing by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary, and (B) Debt secured by the Liens described in items (a) to (g) immediately below, and provided, further, that this restriction will not prohibit the incurrence of Debt in connection with any extension, renewal or replacement (including successive extensions, renewals or replacements), in whole or in part, of any Debt of the Restricted Subsidiaries (provided that the principal amount of such Debt immediately prior to such extension, renewal or replacement is not increased):

(a)

Liens on Excluded Assets;

(b)

pledges or deposits under workers’ compensation laws, employment insurance laws or similar legislation or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases or deposits of cash or bonds or other direct obligations of the United States, Canada or any Canadian province to secure surety or appeal bonds or deposits as security for contested taxes or import duties or for the payment of rents;

(c)

Liens imposed by law, such as carriers, warehousemen’s, and mechanics’ liens or other liens arising out of judgments or awards with respect to which an appeal or other proceeding for review is being prosecuted (and as to which any foreclosure or other enforcement proceeding shall have been effectively stayed);

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(d)

Liens for property taxes not yet subject to penalties for non payment or which are being contested in good faith and by appropriate proceedings (and as to which foreclosure or other enforcement proceedings shall have been effectively stayed);

(e)

Liens in favour of issuers of surety bonds issued in the ordinary course of business;

(f)

minor survey exceptions, minor encumbrances, easements or reservations of or rights of others for rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of the Person incurring them or the ownership of its properties which were not incurred in connection with Debt or other extensions of credit and which do not in the aggregate materially detract from the value of such properties or materially impair their use in the operation of the business of such Person;

(g)

Liens in favour of ▇▇▇▇ Canada under any partial system agreement or related agreement providing for the construction and installation by ▇▇▇▇ Canada of cables, attachments, connectors, support structures, closures and other equipment in accordance with the plans and specifications of the Borrower or any Restricted Subsidiary and the lease by ▇▇▇▇ Canada of such equipment to the Borrower or any Restricted Subsidiary in accordance with tariffs published by ▇▇▇▇ Canada from time to time as approved by regulatory authorities, the absence of which would materially and adversely affect the Borrower and its Restricted Subsidiaries considered as a whole.

6.5.4 Corporate Matters

The Borrower shall not, and shall not permit any Restricted Subsidiary to consolidate, amalgamate or merge with or into any other person, or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions), except:

(a)

any such transaction involving solely the Borrower and one or more Restricted Subsidiaries;

(b)

any such transaction involving solely Restricted Subsidiaries; or

(c)

any such transaction between the Borrower and/or one or more Restricted Subsidiaries and another person where, immediately after an amalgamation, consolidation or merger, the continuing entity is itself the Borrower (if the Borrower is a party to the transaction) or a Restricted Subsidiary;

and provided that, immediately after giving effect to the transaction (and treating any Debt which becomes an obligation of the Borrower or a Restricted Subsidiary in connection with or as a result of the transaction as having been incurred at the time of the transaction), no Default has occurred and is continuing.

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ARTICLE 7

DEFAULT

7.1

Events of Default

Each of the following events shall constitute an Event of Default under this Agreement:

(a)

the Borrower fails to pay any amount of principal or interest (including any fee or other cash amount relating to a Bankers’ Acceptance or an L/C) within three days of when due or to pay fees or other Obligations (apart from principal and interest) within five days after the Agent, for and on behalf of the Lenders, gives notice thereof; or

(b)

the Borrower or any Guarantor makes any representation or warranty under any of the Loan Documents which is incorrect or incomplete in any material respect when made or deemed to be made, and which is not corrected within ten Business Days after the Agent, for and on behalf of the Lenders, gives notice thereof; or

(c)

the Borrower or any Guarantor ceases or threatens to cease to carry on its business (other than in accordance with Section 6.5.4) or admits its inability or fails to pay its indebtedness generally; or

(d)

the Borrower or any Restricted Subsidiary permits any default under one or more agreements or instruments relating to its Debt other than the Obligations or permits any other event to occur and to continue without being waived or cured after any applicable grace period specified in such agreements or instruments, and as a result of one or more of such events the date on which Debt in an aggregate amount greater than or equal to the Threshold Amount becomes due is accelerated, or the Borrower or any Restricted Subsidiary fails to pay Debt in an aggregate amount greater than or equal to the Threshold Amount when due; or

(e)

there is a Change in Control Triggering Event; or

(f)

the Borrower or a Restricted Subsidiary becomes a bankrupt (voluntarily or involuntarily); or becomes subject to any proceeding seeking liquidation, arrangement, relief of creditors or the appointment of a receiver or trustee over any material part of its property, and such proceeding, if instituted against the Borrower or a Restricted Subsidiary, is not contested diligently, in good faith and on a timely basis and dismissed or stayed within 45 days of its commencement or issuance; or

(g)

a final judgment, writ of execution, garnishment or attachment or similar process is issued or levied in an amount greater than or equal to the Threshold Amount against any of the property of the Borrower or a Restricted Subsidiary and is not released, bonded, satisfied, discharged, vacated, stayed or accepted for payment by an insurer within 45 days after its entry, commencement or levy; or

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(h)

there is a breach of any other provision of any of the Loan Documents and such breach is not corrected or otherwise satisfied within 30 days after the Agent, for and on behalf of the Lenders, gives written notice thereof.

7.2

Acceleration and Termination of Rights

If any Event of Default occurs, no Lender shall be under any further obligation to make Advances and the Required Lenders may instruct the Agent to give notice to the Borrower declaring the Lenders’ obligations to make Advances to be terminated, whereupon the same shall forthwith terminate and/or declaring the Obligations or any of them to be forthwith due and payable, whereupon they shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Notwithstanding the preceding paragraph, if the Borrower becomes a bankrupt (voluntarily or involuntarily), or institutes any proceeding seeking liquidation, rearrangement, relief of debtors or creditor or the appointment of a receiver or trustee over any material part of its property, then without prejudice to the other rights of the Lenders as a result of any such event, without any notice or action of any kind by the Agent or the Lenders, and without presentment, demand or protest, the Lenders’ obligation to make Advances shall immediately terminate and the Obligations shall immediately become due and payable.

7.3

Payment of L/Cs and Bankers’ Acceptances

Immediately upon any Obligations becoming due and payable under Section 7.2, the Borrower shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit forthwith with the Agent for the Lenders’ benefit Cash Collateral equal to the full principal amount at maturity of all L/Cs and Bankers’ Acceptances then outstanding for its account and the Borrower hereby unconditionally promises and agrees to deposit with the Agent immediately upon such demand Cash Collateral in the amount so demanded. The Borrower authorizes the Lenders, or any of them, to debit its accounts with the amount required to pay such L/Cs and to pay such Bankers’ Acceptances, notwithstanding that such Bankers’ Acceptances may be held by the Lenders, or any of them, in their own right at maturity. Amounts paid to the Agent pursuant to such a demand in respect of L/Cs and Bankers’ Acceptances shall be applied against, and shall reduce, pro rata among the Lenders, to the extent of the amounts paid to the Agent in respect of L/Cs and Bankers’ Acceptances, respectively, the obligations of the Borrower to pay amounts then or thereafter payable under L/Cs and Bankers’ Acceptances, respectively, at the times amounts become payable thereunder.

The Borrower shall be entitled to receive interest on cash held as Cash Collateral in accordance with Section 10.12.

7.4

Remedies

Upon the occurrence of any event by which any of the Obligations become due and payable under Section 7.2, the Required Lenders may instruct the Agent to take such action or

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proceedings on behalf of the Lenders and in compliance with Applicable Law as the Required Lenders in their sole discretion deem expedient to enforce the Obligations, all without any additional notice, presentment, demand, protest or other formality, all of which are hereby expressly waived by the Borrower.

7.5

Perform Obligations

If an Event of Default has occurred and is continuing and if the Borrower has failed to perform any of its covenants or agreements in the Loan Documents, the Required Lenders, may, but shall be under no obligation to, instruct the Agent on behalf of the Lenders to perform any such covenants or agreements in any manner deemed fit by the Required Lenders without thereby waiving any rights to enforce the Loan Documents.

7.6

Remedies Cumulative

The rights and remedies of the Lenders under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by Applicable Law. Any single or partial exercise by the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained 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 the same default or breach. Any waiver by the Lenders of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Lenders shall be deemed not to be a waiver of any subsequent default.

7.7

Set-Off or Compensation

Upon the occurrence of any event by which any of the Obligations become due and payable under Section 7.2, each of the Lenders, the Agent (for and on behalf of the Lenders) and each of their respective Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), including any Cash Collateral, at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Agent or any such Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. If any Defaulting Lender exercises any such right of set-off, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 8.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each of the Lenders, the Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the

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Lenders or their respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Agent after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application. If any Affiliate of a Lender exercises any rights under this Section 7.7, it shall share the benefit received in accordance with Section 8.6 as if the benefit had been received by the Lender of which it is an Affiliate.

ARTICLE 8

THE AGENT AND THE LENDERS

8.1

Authorization of Agent

Each of the Lenders hereby irrevocably appoints TD as the Agent to act on its behalf as the Agent hereunder and under the other Loan 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 use of the term “agent” in any Loan Document with reference to the Agent is not intended to connote any fiduciary or other express or implied obligation arising under agency doctrine of any Applicable Law. Instead, the term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.

8.2

Rights as a Lender

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Restricted Subsidiary or any Affiliate thereof as if such Person were not the Agent and without any duty to account to the Lenders.

8.3

Exculpatory Provisions

The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent:

(a)

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

(b)

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

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(c)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the Agent or any of its Affiliates in any capacity.

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

Except as otherwise expressly specified in this Agreement, the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent.

8.4

Reliance by Agent

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 an Advance, or the issuance of an L/C, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Agent has received notice to the contrary from such Lender or Issuing Bank before the making of such Advance or the issuance of such L/C. 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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8.5

Delegation of Duties

The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent from among the Lenders (including the Person serving as Agent) and their respective Affiliates. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The provisions of this Article and other provisions of this Agreement for the benefit of the Agent shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit as well as activities as Agent. For clarity, any responsibility or liability of the Borrower regarding the Agent shall not be increased or decreased as a result of the appointment of any such subagent.

8.6

Direct Payments

If any Lender, by exercising any right of set-off or counterclaim or otherwise, obtains any payment or other reduction that might result in such Lender receiving payment or other reduction of a proportion of the aggregate amount of its Advances and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such payment or other reduction shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided that:

(a)

if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,

(b)

the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrower or any Restricted Subsidiary pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to the Borrower or any Restricted Subsidiary or any Affiliate of the Borrower or any Restricted Subsidiary (as to which the provisions of this Section shall apply); and

(c)

the provisions of this Section shall not be construed to apply to (i) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (ii) any payment made in respect of an obligation that is secured by a Lien permitted under this Agreement or that is otherwise entitled to priority over the Borrower’s obligations under or in

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connection with the Loan Documents, (iii) any reduction arising from an amount owing to the Borrower or any Restricted Subsidiary upon the termination of derivatives entered into between the Borrower or any Restricted Subsidiary and such Lender, or (iv) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender.

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

8.7

Administration of the Credit

8.7.1 Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement:

(a)

before an Advance, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Section 8.8.2 and any other applicable terms of this Agreement;

(b)

take delivery of each Lender’s Applicable Percentage of an Advance and make all Advances hereunder in accordance with the procedures set forth in Sections 4.10 and 4.14;

(c)

use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;

(d)

make all payments to the Lenders in accordance with the provisions hereof;

(e)

hold all legal documents relating to the Credit, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable to the Agent for its own account, allow each Lender and their respective advisors to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender’s expense;

(f)

except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent on behalf of the Lenders pursuant to this Agreement, including copies of financial reports and certificates which are to be furnished to the Agent;

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(g)

forward to each of the Lenders, upon request and at the expense of the Lender so requesting (other than customary record books which shall be provided at the expense of the Borrower), copies of this Agreement and other Loan Documents (other than the agreements relating to fees payable by the Borrower to the Agent for its own account); and

(h)

promptly forward to each Lender, upon request, an up-to-date loan status report.

8.7.2 The Agent may take the following actions only with the prior consent of the Required Lenders, unless otherwise specified in this Agreement:

(a)

subject to Section 8.7.3, exercise any and all rights of approval conferred upon the Lenders by this Agreement;

(b)

give written notice to the Borrower in respect of any matter in respect of which notice may be required, permitted, necessary or desirable in accordance with or pursuant to this Agreement, promptly after receiving the consent of the Required Lenders, except that the Agent shall, without direction from the Lenders, immediately give the Borrower notice of any payment that is due or overdue under the terms of this Agreement unless the Agent considers that it should request the direction of the Required Lenders, in which case the Agent shall promptly request that direction;

(c)

amend, modify or waive any of the terms of this Agreement, including waiver of a Default, if such action is not otherwise provided for in Section 8.7.3;

(d)

declare an Event of Default or take action to enforce performance of the Obligations and/or pursue any other legal remedy necessary;

(e)

decide to accelerate the amounts outstanding under the Credit; and

(f)

if an Event of Default has occurred and is continuing, pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders.

8.7.3 The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein:

(a)

amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit, reduce the interest rates and similar charges applicable to the Credit, reduce the fees payable to the Lenders with respect to the Credit, extend any date fixed for payment of principal, interest or any other amount relating to the Credit or extend the term of the Credit;

(b)

amend the definition of “Required Lenders” or this Section 8.7.3.

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For greater certainty, no Lender’s Commitment or Applicable Percentage may be amended without the consent of that Lender.

8.7.4 Notwithstanding Sections 8.7.2 and 8.7.3, the Agent may, without the consent of the Lenders, make amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action.

8.7.5 As between the Borrower, on the one hand, and the Agent and the Lenders, on the other hand:

(a)

all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Required Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents;

(b)

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

(c)

all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders and shall fully discharge the Borrower’s payment obligations to the extent of such payment, and the Borrower shall bear no responsibility or liability to any Person for the failure of the Agent to remit such payments to the Lenders;

(d)

unless an Event of Default has occurred and is continuing, the Borrower’s consent to the appointment of any Successor Agent must be obtained, but the Borrower’s consent shall not be unreasonably withheld.

8.8

Rights of Agent

8.8.1 In administering the Credit, the Agent may retain, at the expense of the Lenders if such expenses are not recoverable from the Borrower, such solicitors, counsel, auditors and other experts and agents as the Agent may select, in its sole discretion, acting reasonably and in good faith after consultation with the Lenders.

8.8.2 The Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisors selected by it. The Agent may also assume that any representation made by the Borrower is true and that no Default has occurred unless the officers or employees of the Lender acting as Agent, active in their capacity as officers or employees responsible for the Borrower’s account have actual knowledge to the contrary or have received notice to the contrary from any other party to this Agreement.

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8.8.3 The Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking, or other business with the Borrower, as if it were not the Agent.

8.8.4 Except in its own right as a Lender, the Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to any property of the Borrower or any Restricted Subsidiary, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.

8.9

Acknowledgements, Representations and Covenants of Lenders

8.9.1 Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

8.9.2 Each Lender represents and warrants that it has the legal capacity to enter into this Agreement pursuant to its charter and any applicable legislation and has not violated its charter, constating documents or any applicable legislation by so doing.

8.9.3 Each Lender agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Borrower), rateably according to its Applicable Percentage (and not jointly or jointly and severally) from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or the transactions therein contemplated. However, no Lender shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Agent’s gross negligence or wilful misconduct. The Agent shall not be required to take or continue any action unless the Agent has received sufficient funds or arrangements satisfactory to it for indemnification to cover the cost of the proposed action.

8.9.4 To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.7 to be paid by it to the Agent (or any sub-agent or Related Party thereof), each Lender severally agrees to pay to the Agent (or any sub-agent or Related Party) such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this Section are subject to the other provisions of this Agreement concerning several liability of the Lenders.

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8.9.5 Each of the Lenders acknowledges that if the Agent does not receive payment in accordance with this Agreement, the Agent shall not be obliged to maintain the Credit in good standing nor shall any Lender have recourse to the Agent in respect of any amounts owing to such Lender under this Agreement.

8.9.6 Each Lender acknowledges and agrees that its obligation to advance its Applicable Percentage of Advances in accordance with the terms of this Agreement is independent and in no way related to the obligation of any other Lender hereunder.

8.9.7 Each Lender hereby acknowledges receipt of a copy of this Agreement and that it is satisfied with its form and content.

8.10

Collective Action of the Lenders

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

8.11

Defaulting Lenders

8.11.1 Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(a)

Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to ARTICLE 7 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 7.7 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the

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Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 8.12; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (ii) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Advances by way of L/C, in accordance with Section 8.12; sixth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advance in respect of which such Defaulting Lender has not fully funded its appropriate share (including pursuant to Section 4.1), and (y) such Advances were made at a time when the conditions in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances by and other amounts owing to all Non-Defaulting Lenders (including pursuant to Section 4.1) on a pro rata basis before being applied to the payment of any Advances or other amounts owing to such Defaulting Lender, until all Advances and all unfunded or contingent obligations pursuant to Section 4.1 are held by the Lenders pro rata in accordance with their respective Commitments without giving effect to Section 8.11.1(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender (including any amount paid by the Borrower to the Agent for the account of the Defaulting Lender) that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 8.11.1(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. For clarity, any amount paid by a Defaulting Lender to the Agent for a proposed Advance but not actually received by the Borrower shall not be owed by the Borrower to such Defaulting Lender.

(b)

No Defaulting Lender shall be entitled to receive any standby fee for any period during which that Lender is a Defaulting Lender, and the Borrower shall not be required to pay any standby fee that otherwise would have been required to have been paid to that Defaulting Lender. Each Defaulting Lender shall be entitled to receive L/C Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of L/Cs for which it has provided Cash Collateral pursuant to Section 8.12. With respect to any standby fee or L/C Fee not required to be paid to any Defaulting Lender pursuant to the two immediately preceding sentences, the Borrower shall (i) pay to each Non-Defaulting Lender that portion of any such fee otherwise

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payable to such Defaulting Lender with respect to such Defaulting Lender’s obligations pursuant to Section 4.1 that has been reallocated to such Non-Defaulting Lender pursuant to Section 8.11.1(c), (ii) pay to each Issuing Bank and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (iii) not be required to pay the remaining amount of any such fee.

(c)

All or any part of such Defaulting Lender’s obligations pursuant to Section 4.1 shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (i) the conditions in Section 3.2 are satisfied at the time of such reallocation (and, unless the Borrower has otherwise notified the Agent at that time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at that time), and (ii) such reallocation does not cause the aggregate of the Advances made by, and obligations pursuant to Section 4.1 of, any Non-Defaulting Lender to exceed its Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party to this Agreement against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non- Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(d)

If the reallocation described in Section 8.11.1(c) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (i) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with Section 8.12.

8.11.2 If the Borrower, the Agent and each Swingline Lender and Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances and obligations pursuant to Section 4.1 to be held pro rata by the Lenders in accordance with their respective Commitments (without giving effect to Section 8.11.1(c)), whereupon such Lender will cease to be a Defaulting Lender. No adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender and, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party to this Agreement arising from that Lender’s having been a Defaulting Lender.

8.11.3 So long as any Lender is a Defaulting Lender, (a) a Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure

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after giving effect to such Swingline Loan and (b) no Issuing Bank shall be required to issue, extend, renew or increase any L/C unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

8.12

Cash Collateral

8.12.1 At any time that there is a Defaulting Lender, within one Business Day following the written request of the Agent or any Issuing Bank (with a copy to the Agent) the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 8.11.1(c) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Fronting Exposure of all Issuing Banks with respect to outstanding Advances by way of L/C. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the amount required under Section 8.12.1, the Borrower will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

8.12.2 Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 8.12 or Section 8.11 in respect of L/Cs (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) shall be applied to the satisfaction of the Defaulting Lender’s obligations pursuant to Section 4.1 for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

8.12.3 Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 8.12 following (a) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (b) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 8.11, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

8.13

Successor Agent

The Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to Section 8.7.5(d), to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having an office in Toronto or an Affiliate of any such Lender with an office in Toronto.

If no such successor has been so appointed by the Required Lenders and has accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the

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

Upon a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Agent, the provisions of this ARTICLE 8 and of Section 10.7 shall continue in effect in accordance with their respective terms for the benefit of the former Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Agent was acting as Agent.

8.14

No Other Duties etc.

Notwithstanding anything herein to the contrary, no Co-Lead Arranger, Co-Administration Agent, Syndication Agent or Co-Documentation Agent named on the cover page of this Agreement shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender hereunder.

8.15

Provisions Operative Between Lenders and Agent Only

Except for the provisions of Sections 8.7.2, 8.7.3, 8.7.4, 8.7.5, 8.9.2, 8.9.6, 8.10, 8.11, 8.12 and 8.14, the provisions of this Article relating to the rights and obligations of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and the Borrower shall not have any rights or obligations under or be entitled to rely for any purpose upon such provisions.

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ARTICLE 9

ADDITIONAL LENDERS,

SUCCESSORS AND ASSIGNS

9.1

Successors and Assigns

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder, except in accordance with Section 6.5.4, without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) in accordance with the provisions of Section 9.2, or (ii) by way of participation in accordance with the provisions of Section 9.4, 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, sub-agents contemplated hereby, participants to the extent provided in Section 9.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, any sub-agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

9.2

Assignments by Lenders

Any Lender may at any time assign to one or more persons (other than a natural person, the Borrower or any Affiliate of the Borrower) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it), provided that:

(a)

except if an Event of Default has occurred and is continuing or the Borrower and the Agent otherwise agree, the assignee shall not be a non-resident of Canada as defined in the Income Tax Act (Canada) and shall be:

(i)

a bank or an authorized foreign bank as defined in the Bank Act (Canada);

(ii)

a body corporate to which the Trust and Loan Companies Act (Canada) applies;

(iii)

an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act;

(iv)

an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act (Canada);

(v)

a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province of Canada;

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(vi)

a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province of Canada; or

(vii)

an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province of Canada and that is primarily engaged in dealing in securities, including portfolio management and investment counselling;

(b)

(i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000;

(c)

each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(d)

any assignment must be approved by each Issuing Bank and Swingline Lender, (any such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself already a Lender;

(e)

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

(i)

the proposed assignee is itself already a Lender, or

(ii)

the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of ▇▇▇▇▇’▇ Investor Services Inc., Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Dominion Bond Rating Service Limited, respectively;

(f)

any assignment must be approved by the Borrower (such approval not to be unreasonably withheld) unless the proposed assignee is itself already a Lender or an Event of Default has occurred and is continuing; and

(g)

the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which will not be considered an out-of-pocket cost or expense for reimbursement by the Borrower) and the assignee, if it is not a Lender, shall deliver an administrative questionnaire to the Agent in a form satisfactory to the Agent.

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Subject to acceptance and recording thereof by the Agent pursuant to Section 9.3, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 10.7, 10.8 and 10.9, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 9.4. 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 Advance to the Borrower.

9.3

Register

The Agent shall maintain at one of its offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Advances 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.

9.4

Participations

Each Lender may (subject to the provisions of Section 9.1) sell participations to one or more financial institutions or other persons (other than any person that owns or operates a business regulated by the CRTC or any Affiliate of such a person) in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment), but the participant shall not become a Lender and:

(a)

the Lender’s obligations under this Agreement (including its Commitment) shall remain unchanged;

(b)

the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

(c)

the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement;

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(d)

no participant shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any person therefrom; and

(e)

each participant shall represent to the Lender that it is not a person that owns or operates a business that competes with any of the businesses of the Borrower or the Restricted Subsidiaries, including those regulated by the CRTC, or an Affiliate of such a person.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1

Severability

Any provision of this Agreement which is or becomes prohibited or unenforceable in any relevant jurisdiction shall not invalidate or impair the remaining provisions hereof which shall be deemed severable from such prohibited or unenforceable provision and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Should this Agreement fail to provide for any relevant matter, the validity, legality or enforceability of this Agreement shall not thereby be affected.

10.2

Amendment, Supplement or Waiver

No amendment, supplement or waiver of any provision of the Loan Documents, nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless it is in writing, makes express reference to the provision affected thereby and is signed by the Agent for and on behalf of the Lenders or the Required Lenders, as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In addition, any amendment or supplement shall require the written consent of the other parties to the Loan Document in question. No waiver or act or omission of the Agent, the Lenders, or any of them, shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or breach by the Borrower of any provision of the Loan Documents or the rights resulting therefrom.

10.3

Governing Law

Each of the Loan Documents, except for those which expressly provide otherwise, shall be conclusively deemed to be a contract made under, and shall for all purposes be governed by and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in Ontario. The Borrower irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the Province of Ontario, and any appellate court from any of those courts, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may

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be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any the Borrower or any Restricted Subsidiary or its property in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in court any of the Province of Ontario. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defence of an inconvenient forum to the maintenance of such action or proceeding in any such court.

10.4

This Agreement to Govern

In the event of any conflict between the terms of this Agreement and the terms of any other Loan Document, the provisions of this Agreement shall govern to the extent necessary to remove the conflict.

10.5

Currency

All payments made hereunder shall be made in the currency in respect of which the obligation requiring such payment arose. Unless the context otherwise requires, all amounts expressed in this Agreement in terms of money shall refer to Canadian Dollars.

Except as otherwise expressly provided in this Agreement, wherever this Agreement contemplates or requires the calculation of the equivalent in one currency of an amount expressed in another currency, the calculation shall be made on the basis of the Exchange Rate at the effective date of the calculation.

10.6

Liability of Lenders

The liability of the Lenders in respect of all matters relating to this Agreement and the other Loan Documents is several and not joint or joint and several. Without limiting that statement, the obligations of the Lenders to make Advances is limited to their respective Applicable Percentages of any Advance that is requested, and, in the aggregate, to their respective Applicable Percentages of the total amounts of the Credit.

10.7

Expenses and Indemnity

All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Borrower under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay within 30 days after request all reasonable documented third party costs and expenses of the Lenders, or any of them (including the reasonable documented fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a full indemnity basis), incurred in connection with the preparation,

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execution, delivery, administration, periodic review and enforcement of the Loan Documents; obtaining advice as to their rights and responsibilities in connection with the Credit and the Loan Documents; and other matters relating to the Credit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement.

The Borrower shall indemnify the Lenders, the Agent, and each of them (collectively, the “Indemnitees”), against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (a) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or deemed to have been made, (b) a default by the Borrower in the payment of any sum due from it under or in connection with the Loan Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (c) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (d) the failure of a purchaser of Bankers’ Acceptances (other than one of the Lenders) to pay for them in any arrangement for sale made by the Borrower and communicated to the Agent, (e) any other default by the Borrower, and (f) generally, the Lenders and the Agent having entered into this Agreement and the other Loan Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be prima facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. Notwithstanding the foregoing, the Borrower shall not be obliged to indemnify an Indemnitee against any (i) liability, obligation, loss or expense caused by the gross negligence, wilful misconduct or breach of any Loan Document of that Indemnitee or (ii) claims brought by the Agent against a Lender or by a Lender against the Agent or another Lender.

Whenever the Agent or a Lender shall have received notice that a claim has been commenced or threatened that would subject the Borrower to the indemnity provisions of this Section 10.7, the Agent or Lender, as applicable shall as soon as reasonably possible notify (to the extent permitted by Applicable Law) the Borrower in writing of the claim and of all relevant information the Lender or Agent possesses relating thereto; provided, however, that failure to so notify the Borrower shall not release the Borrower from any liability which it may have on account of the indemnity set forth in this Section 10.7, except to the extent that the Borrower shall have been materially prejudiced by such failure. If the Borrower acknowledges its obligation to indemnify the Indemnitees in respect of the claim, the Borrower shall have the right, but not the obligation, to assume the defence of any claim in any jurisdiction with legal counsel of reputable standard in order to protect the rights and interest of the Indemnitees, unless or until the Indemnitees reasonably conclude that the Borrower’s interests in respect of the claim conflict in any material respect with theirs. In assuming the defence, (i) the Borrower shall require the consent of the Indemnitees of the choice of legal counsel in connection with the claim, which consent shall not be unreasonably withheld or delayed; and (ii) without prejudice to the rights of the Indemnitees to retain separate counsel and participate in the defence of the claim, the Borrower and the Indemnitees shall make all reasonable efforts to co-ordinate their course of action in connection with the defence of such claim. The related costs and expenses

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sustained in such respect by the Indemnitees, including legal costs and expenses, shall be at the expense of the Borrower, provided that the Borrower shall only be liable for the costs and expenses of one firm of separate counsel in addition to the cost of any local counsel that may be required. Until the Borrower acknowledges its obligation to indemnify the Indemnitees and assumes the defence of the claim, the Indemnitees shall have the right to undertake, at the expense of the Borrower, the defence, compromise or settlement of the claim on behalf and for the account and risk of the Borrower, subject to the right of the Borrower to assume the defence of the claim at any time prior to settlement, compromise or final determination thereof. If the Borrower has acknowledged its obligation to indemnify the Indemnitees, the Borrower shall not be liable for any settlement of any claim effected without its written consent (which shall not be unreasonably withheld or delayed). In addition, the Borrower shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim or threatened claim in a way that would create any liability for any Indemnitee, whether or not the Borrower has acknowledged its obligation to indemnify the Indemnitees.

The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

10.8

Taxes

If the Borrower, the Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document, then (i) the sum payable shall be increased by the Borrower when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or payments been required, (ii) the Borrower shall make any such deductions required to be made by it under Applicable Law and (iii) the Borrower shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with Applicable Law.

Without limiting the provisions of the immediately preceding paragraph, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

The Borrower shall indemnify the Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, (a) any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (b) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) or any successor provision thereto shall within five days thereof notify the Borrower and the Agent in writing.

If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section or that, because of the payment of such Taxes or Other Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrower an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender if the Agent or such Lender is required to repay such refund or reduction to such Governmental Authority. This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

10.9

Increased Costs etc.

If any Change in Law shall:

(a)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

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(b)

subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Advance made by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 10.8 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender; or

(c)

impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Advances made by such Lender;

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

If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by such Lender, to a level below that which such Lender or its holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered.

A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than three months before the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the three-month period referred to above shall be extended to include the period of retroactive effect thereof.

Notwithstanding the foregoing provisions of this Section 10.9, no Lender shall request any compensation from the Borrower (i) if similar compensation is not being claimed as a general practice from customers of such Lender contractually obligated to pay such similar compensation or (ii) if the Change in Law giving rise to the increased cost is not of general application to similarly regulated financial institutions.

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10.10

Mitigation Obligations; Replacement of Lenders

If any Lender requests compensation under Section 10.9, or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 10.8, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 10.8 or 10.9, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. A Lender’s obligation to make any such designation or assignment is subject to the Borrower agreeing to pay all reasonable costs and expenses incurred by the Lender in connection therewith after notice to and approval by the Borrower thereof.

If any Lender requests compensation under Section 10.9, 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 10.8, if any Lender’s obligations are suspended pursuant to Section 10.11 or if any Lender is a Defaulting Lender or Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon 10 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, Section 9.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)

the assignee pays the Agent, or the Agent waives, the assignment fee specified in Section 9.2(g);

(b)

the assigning Lender receives payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)

in the case of any such assignment resulting from a claim for compensation under Section 10.9 or payments required to be made pursuant to Section 10.8, such assignment will result in a reduction in such compensation or payments thereafter;

(d)

such assignment does not conflict with Applicable Law; and

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(e)

in the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee consents to the applicable amendment, waiver or consent.

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.

If the Borrower is unable to identify an acceptable assignee and no Default has occurred and is continuing, the Borrower may cancel the Commitment of the applicable Lender and pay the Lender all Obligations owed to it, without penalty but subject to payment of any losses, costs and other amounts payable to it under this Agreement.

10.11

Illegality

If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Advance (or to maintain its obligation to make any Advance), or to determine or charge interest rates based upon any particular rate, then, on notice thereof by such Lender to the Borrower through the Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice shall be given immediately upon the circumstances ceasing to 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 Advances, or take any necessary steps with respect to any L/C in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

10.12

Interest on Cash Collateral

If the Borrower deposits cash as Cash Collateral pursuant to a requirement under this Agreement, the Lender or Lenders holding the cash shall pay the Borrower interest on the cash while it continues to be held as Cash Collateral at the rate offered by the relevant Lenders from time to time for deposits in the relevant currency of comparable size and term.

10.13

Currency Indemnity

In the event of a judgment or order being rendered by any court or tribunal for the payment of any amounts owing to the Lenders or any of them under this Agreement or for the payment of damages in respect of any breach of this Agreement or under or in respect of a judgment or order of another court or tribunal for the payment of such amounts or damages, such judgment or order being expressed in a currency (the “Judgment Currency”) other than the currency payable hereunder or thereunder (the “Agreed Currency”), the party against whom the

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judgment or order is made shall indemnify and hold the Lenders harmless against any deficiency in terms of the Agreed Currency in the amounts received by the Lenders arising or resulting from any variation as between (i) the Exchange Rate at which the Agreed Currency is converted into the Judgment Currency for the purposes of such judgment or order, and (ii) the Exchange Rate at which each Lender is able to purchase the Agreed Currency with the amount of the Judgment Currency actually received by the Lender on the date of such receipt. The indemnity in this Section shall constitute a separate and independent obligation from the other obligations of the Borrower hereunder and shall apply irrespective of any indulgence granted by the Lenders.

10.14

Notices

10.14.1 Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.14.2), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the addresses or telecopier numbers specified beside the respective signatures of the parties to this Agreement or on any Assignment and Assumption.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given on a Business Day before 5:00 p.m. local time where the recipient is located, shall be deemed to have been given at 9:00 a.m. on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.14.2, shall be effective as provided in that Section.

10.14.2 Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, except that the foregoing shall not apply to notices to any Lender of Advances to be made if the Lender has notified the Agent that it is incapable of receiving notices relating to Advances by electronic communication. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, but approval of such procedures may be limited to particular notices or communications. Subject to the immediately preceding sentence and the following paragraph, the Borrower may send notices of Advances and other communications to the Agent by electronic communication.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), except that if such notice or other communication is not sent before 5:00 p.m. on a Business Day in the city where the recipient is located, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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10.14.3 Any party to this Agreement may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

10.14.4 The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

The Platform is provided “as is” and “as available.” The Agent does not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by the Agent in connection with the Communications or the Platform. In no event shall the Agent or any of its Related Parties have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of Communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that the Borrower provides to the Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

10.15

Time of the Essence

Time shall be of the essence in this Agreement.

10.16

Further Assurances

The Borrower shall, at the request of the Agent acting on the instructions of the Required Lenders, do all such further acts and execute and deliver all such further documents as may, in the reasonable opinion of the Required Lenders, be necessary or desirable in order to fully perform and carry out the purpose and intent of the Loan Documents.

10.17

Term of Agreement

Except as otherwise provided herein, this Agreement shall remain in full force and effect until the indefeasible payment and performance in full in cash of all of the Obligations and the termination of all of the Lenders’ Commitments. The obligations of the Borrower in Sections 10.7, 10.8 and 10.9 and of the Lenders in Section 8.9.3 shall continue for the benefit of those to whom the obligations are owed notwithstanding the termination of this Agreement or the termination of any particular person’s role as Agent or Lender.

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10.18

Counterparts and Facsimile

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in ARTICLE 3, this Agreement shall become effective when it has been executed by the Agent and when the Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

10.19

Waiver of Jury Trial

Each party hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory).

10.20

Treatment of Certain Information: Confidentiality

Each of the Agent and the Lenders agrees to maintain the confidentiality of Information, except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrower and the Obligations, (g) with the consent of

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the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent or any Lender on a non-confidential basis from a source other than the Borrower or any Restricted Subsidiary.

(2) For purposes of this Section, “Information” means all information received in connection with this Agreement from the Borrower or any Restricted Subsidiary relating to the Borrower or any Restricted Subsidiary or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

In addition, and notwithstanding anything herein to the contrary, the Agent may provide the information described on Schedule F concerning the Borrower and the Credit to Loan Pricing Corporation and/or other recognized trade publishers of information for general circulation in the loan market.

10.21

Entire Agreement

This Agreement and the Fee Agreement constitute the entire agreement between the parties hereto concerning the matters addressed in this Agreement, and cancel and supersede any prior agreements, undertakings, declarations or representations, written or verbal, in respect thereof.

10.22

Date of Agreement

This Agreement may be referred to as being dated 20 July 2012 or as of 20 July 2012, notwithstanding the actual date of execution.

[Note: signature pages follow]

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IN WITNESS OF WHICH, the parties have executed this Agreement

Address For Notice


The Bank of Nova Scotia Corporate Banking – Communications, Media & Technology 62nd Floor, 40 King Street West Toronto, Ontario M5W 2X6 Attention: Managing Director Fax no.: ▇▇▇-▇▇▇-▇▇▇▇		THE BANK OF NOVA SCOTIA
	By:	(Signed) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Managing Director



	By:	(Signed) ▇▇▇▇▇ D’▇▇
		▇▇▇▇▇ D’sa
		Associate Director