Fiera Capital Corporation (formerly Fiera Sceptre Inc.)

  • Date: 2016-03-02

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CDN$300,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN

FIERA CAPITAL CORPORATION FIERA US HOLDING INC. as Borrowers and THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders and NATIONAL BANK OF CANADA as Administrative Agent and NATIONAL BANK FINANCIAL MARKETS DESJARDINS CAPITAL MARKETS as Co-Lead Arrangers NATIONAL BANK FINANCIAL MARKETS as Sole Bookrunner

DATED AS OF JUNE 26, 2015

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Table of Contents Page ARTICLE 1 INTERPRETATION ..........................................................................................2 1.1 General Definitions .............................................................................................2 1.2 Headings, etc. .....................................................................................................2 1.3 Number and Gender ............................................................................................2 1.4 Accounting Principles, Change in GAAP ............................................................2 1.5 Solidary Liability ................................................................................................3 ARTICLE 2 THE REVOLVING FACILITY.........................................................................3 2.1 Grant of the Revolving Facility ...........................................................................3 2.2 Reallocation among Tranches of the Revolving Facility ......................................4 2.3 Purpose of Revolving Facility .............................................................................4 2.4 Revolving Facility Limit .....................................................................................4 2.5 Revolving Nature of the Revolving Facility and Availability of the Revolving Facility...............................................................................................6 2.6 Draw Requests ....................................................................................................6 2.7 Drawdown ..........................................................................................................7 2.8 Increase of the Revolving Facility .......................................................................7 2.9 Accession of an ISDA Provider ...........................................................................9 2.10 Borrowing Procedures under the Swingline Facilities ..........................................9 ARTICLE 3 REDUCTIONS AND REPAYMENTS ............................................................ 10 3.1 Repayment of Entire Loans ............................................................................... 10 3.2 Compulsory Repayment of Excess Revolving Loans ......................................... 10 3.3 Voluntary Repayment of Loans ......................................................................... 11 3.4 Repayment Notice .............................................................................................11 3.5 Voluntary Cancellation or Reduction of a Tranche under the Revolving Facility .............................................................................................................. 11 3.6 Reduction Notices ............................................................................................. 12 ARTICLE 4 CDN PRIME AND US BASE RATE LOANS ................................................. 12 4.1 Request for Cdn Prime Rate Loans or US Base Rate Loans ............................... 12 4.2 Apportionment among the Lenders ................................................................... 12 4.3 Interest on Cdn Prime Rate Basis ...................................................................... 13 4.4 Interest on US Base Rate Basis ......................................................................... 13 4.5 Computation of Interest ..................................................................................... 13 4.6 Payment of Interest ........................................................................................... 13 4.7 Interest on Loans Generally............................................................................... 13 4.8 Annual Equivalents ...........................................................................................14 ARTICLE 5 BANKERS' ACCEPTANCES .......................................................................... 14 5.1 Requests for the Issuance of BAs ...................................................................... 14 5.2 Notice to Lenders of Particulars Relating to BAs............................................... 14 5.3 Lenders to Accept Drafts................................................................................... 15 5.4 Stamping Fee .................................................................................................... 15 5.5 Lenders to Discount BAs .................................................................................. 15 5.6 Lenders to Make BA Proceeds Available to Administrative Agent .................... 16 5.7 Payment of BAs ................................................................................................ 16

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Table of Contents (continued) Page 5.8 5.9 5.10 5.11 5.12

Waiver .............................................................................................................. 16 Obligations Absolute.........................................................................................16 Power of Attorney to Sign Drafts ...................................................................... 17 Special Provisions with respect to Non-BA Lenders .......................................... 18 Existing BAs under the Principal Credit Agreement ..........................................18

ARTICLE 6 LIBOR LOANS ................................................................................................ 19 6.1 Request for Libor Loans .................................................................................... 19 6.2 Establishment of Libor and Selected Amounts ..................................................20 6.3 Interest on Libor Basis ......................................................................................20 6.4 Computation of Interest ..................................................................................... 20 6.5 Payment of Interest ........................................................................................... 21 6.6 Annual Equivalent ............................................................................................ 21 6.7 Payment on Selected Maturity Date .................................................................. 21 6.8 Existing Libor Loans under the Principal Credit Agreement ..............................21 ARTICLE 7 LETTERS OF CREDIT ................................................................................... 22 7.1 Requests for the Issuance of LCs ....................................................................... 22 7.2 Issuance of LCs ................................................................................................. 23 7.3 LC Fee ..............................................................................................................23 7.4 LC Fronting Fee ................................................................................................ 23 7.5 Computation and Payment of LC Fee and LC Fronting Fee ...............................24 7.6 Payment by a LC Issuing Lender under LCs...................................................... 24 7.7 Lenders' Covenant to the LC Issuing Lenders ....................................................25 7.8 Obligations Absolute.........................................................................................26 7.9 LCs in other Currencies.....................................................................................26 ARTICLE 8 CONVERSIONS AND ROLLOVERS............................................................. 27 8.1 Request for Conversions ................................................................................... 27 8.2 Conversion or Rollover ..................................................................................... 27 8.3 Requirements for Conversions or Rollovers ......................................................27 8.4 No Revocation or Withdrawal of Conversion Requests ..................................... 27 ARTICLE 9 FEES ................................................................................................................. 28 9.1 Stand-By Fees ................................................................................................... 28 9.2 Fee and Commitment Letter Agreements ..........................................................28 ARTICLE 10 MANNER OF PAYMENTS ...........................................................................29 10.1 Currency of Payments ....................................................................................... 29 10.2 Imputation of Payments .................................................................................... 29 10.3 Compulsory Repayment of BA Liabilities, Libor Loans and/or LC Liabilities ....................................................................................................29 10.4 Proceeds Resulting from Repayment of BA Liabilities ......................................30 10.5 Proceeds Resulting from Repayment of LC Liabilities ...................................... 30 10.6 Payments of Loans to Administrative Agent Only .............................................31 10.7 Payment on Any Business Day.......................................................................... 31 10.8 Netting .............................................................................................................. 32

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Table of Contents (continued) Page 10.9 10.10

Payment at Respective Branches of Account of the Lenders ..............................32 Administrative Agent May Presume that Payments shall be Made by the Borrowers ......................................................................................................... 32

ARTICLE 11 GUARANTEE ................................................................................................. 33 11.1 Guarantee.......................................................................................................... 33 11.2 Guarantees from the Borrower Parties ............................................................... 34 11.3 Accessory Documents with respect to Future Borrower Parties ......................... 35 11.4 Assignment ....................................................................................................... 35 ARTICLE 12 CONDITIONS PRECEDENT ........................................................................ 36 12.1 Conditions Precedent to the Amendment and Restatement ................................36 12.2 Subsequent Advances under the Revolving Facility .......................................... 38 12.3 Subsequent Advances under the Swingline Facilities.........................................39 ARTICLE 13 REPRESENTATIONS AND WARRANTIES............................................... 39 13.1 Existence and Good Standing ............................................................................ 39 13.2 Authority ..........................................................................................................39 13.3 Due Authorization .............................................................................................40 13.4 Due Execution .................................................................................................. 40 13.5 Validity of Documents – Non-Conflict ..............................................................40 13.6 Enforceability ................................................................................................... 40 13.7 Absence of Litigation ........................................................................................ 40 13.8 Financial Statements ......................................................................................... 41 13.9 Accuracy of Information ................................................................................... 41 13.10 Accuracy of Forecasts ....................................................................................... 41 13.11 No Material Adverse Effect............................................................................... 41 13.12 Compliance with Laws ...................................................................................... 41 13.13 ERISA .............................................................................................................. 41 13.14 Pension Plans ....................................................................................................42 13.15 No Default ........................................................................................................43 13.16 Business Assets .................................................................................................43 13.17 Intellectual Property .......................................................................................... 43 13.18 Subsidiaries ....................................................................................................... 44 13.19 Taxes ................................................................................................................ 44 13.20 Insurance ..........................................................................................................45 13.21 Environment ..................................................................................................... 45 13.22 Employee Relations .......................................................................................... 45 13.23 Business ............................................................................................................ 46 13.24 Material Contracts and Material Permits ...........................................................46 13.25 Margin Stock Restrictions ................................................................................. 46 13.26 Investment Company Act .................................................................................. 46 13.27 Public Utility Holding Company Act.................................................................46 13.28 Repetition of Representations and Warranties ...................................................47 13.29 Nature of Representations and Warranties ......................................................... 47

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Table of Contents (continued) Page ARTICLE 14 GENERAL COVENANTS ............................................................................. 47 14.1 Payment of Principal and Interest ...................................................................... 47 14.2 Preservation of Existence, etc. ........................................................................... 47 14.3 Preservation of Authorizations .......................................................................... 47 14.4 Use of Advances ...............................................................................................48 14.5 Obtain Authorizations .......................................................................................48 14.6 Business, Compliance with Applicable Law ...................................................... 48 14.7 Keeping of Records........................................................................................... 48 14.8 Insurance ..........................................................................................................48 14.9 Payment of Taxes and Claims ...........................................................................49 14.10 Environment ..................................................................................................... 49 14.11 Visits and Inspections ....................................................................................... 49 14.12 Payment of Legal and Other Fees and Disbursements ....................................... 49 14.13 Transactions with Affiliates .............................................................................. 50 14.14 Maintenance of Properties ................................................................................. 50 14.15 Anti-Money Laundering Legislation ................................................................. 50 14.16 Pension Plans ....................................................................................................51 14.17 ERISA Compliance ........................................................................................... 51 ARTICLE 15 FINANCIAL AND INFORMATION COVENANTS ...................................52 15.1 Maintenance of Ratios....................................................................................... 52 15.2 Quarterly Financial Statements and Information ................................................53 15.3 Annual Financial Statements and Information ................................................... 53 15.4 Financial Information prior to Completing any Permitted Acquisition ............... 53 15.5 Budget Information ...........................................................................................54 15.6 Other Information ............................................................................................. 54 15.7 Notice of Litigation and Other Matters ..............................................................54 ARTICLE 16 NEGATIVE COVENANTS............................................................................ 55 16.1 Liens ................................................................................................................. 55 16.2 Debt for Borrowed Money ................................................................................ 55 16.3 Derivative Instruments ......................................................................................56 16.4 Change in Charter, Amalgamation .................................................................... 56 16.5 Amalgamations ................................................................................................. 56 16.6 Investments ....................................................................................................... 57 16.7 Guarantees ........................................................................................................ 58 16.8 Acquisitions ...................................................................................................... 58 16.9 Change of Year-End.......................................................................................... 58 16.10 Change in Business ........................................................................................... 58 16.11 Subsidiaries ....................................................................................................... 58 16.12 Sale of Assets.................................................................................................... 59 16.13 Material Contracts.............................................................................................59 16.14 Distributions ..................................................................................................... 59 16.15 Prohibition on Limitation Concerning Distributions by Borrower Parties ..........59 16.16 Earnout Payments and Stock Option Program Payments ...................................59

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Table of Contents (continued) Page 16.17 16.18

Most Favoured Nations ..................................................................................... 60 Independence of Covenants ............................................................................... 60

ARTICLE 17 EVENTS OF DEFAULT ................................................................................ 60 17.1 Non-Payment .................................................................................................... 60 17.2 Misrepresentation .............................................................................................. 60 17.3 Ratios................................................................................................................ 60 17.4 Reporting Covenants ......................................................................................... 61 17.5 Negative Covenants .......................................................................................... 61 17.6 Breach of Other Covenants ............................................................................... 61 17.7 Cross-Default .................................................................................................... 61 17.8 Unsatisfied Awards ...........................................................................................61 17.9 Enforcement Proceeding ................................................................................... 61 17.10 Notice of Exercise of Hypothecary Rights ......................................................... 61 17.11 Insolvency......................................................................................................... 62 17.12 Material Adverse Effect .................................................................................... 62 17.13 Material Permit .................................................................................................62 17.14 Shareholding ..................................................................................................... 62 17.15 Operative Documents ........................................................................................ 62 ARTICLE 18 REMEDIES ..................................................................................................... 62 18.1 Termination and Acceleration ........................................................................... 62 18.2 Distribution of Proceeds of Realization ............................................................. 63 18.3 Pro Rata Sharing of Realization Costs ...............................................................64 18.4 Indemnities and Payments ................................................................................. 64 18.5 Distribution of Payments among Creditors of a Same Class .............................. 64 18.6 Compensation and Set-Off ................................................................................ 64 18.7 Recovery for the Lenders .................................................................................. 65 18.8 Notices .............................................................................................................. 65 18.9 Dealings with the Borrowers ............................................................................. 65 18.10 No Deemed Payment ........................................................................................ 65 18.11 ISDA Contracts .................................................................................................66 18.12 Lenders to Exercise Rights through Administrative Agent................................. 66 ARTICLE 19 TAXES AND OTHER CHARGES ................................................................ 66 19.1 Payments without Deductions ........................................................................... 66 19.2 Payments of Additional Amounts ...................................................................... 67 19.3 Increase in Interest Rates................................................................................... 67 19.4 Remittances by Taxed Party .............................................................................. 68 19.5 Tax Representation and Covenant of Certain Lenders and Option to Replace Them ...................................................................................................68 19.6 Survival of Agreements ..................................................................................... 69 ARTICLE 20 INDEMNITIES ............................................................................................... 69 20.1 Market Disruption ............................................................................................. 69 20.2 Suspension of Rights to Convert ....................................................................... 70

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Table of Contents (continued) Page 20.3 20.4 20.5 20.6 20.7 20.8 20.9 20.10

Change in Law .................................................................................................. 71 Notice of Change in Law................................................................................... 72 Reimbursement of Losses and Expenses ........................................................... 72 Amount of Losses with respect to Libor Loans .................................................. 73 General Indemnity ............................................................................................ 74 Claims under the Indemnity ..............................................................................74 Acknowledgement ............................................................................................ 74 Mitigation Obligations ...................................................................................... 74

ARTICLE 21 THE ADMINISTRATIVE AGENT ............................................................... 75 21.1 Appointment and Authorization ........................................................................ 75 21.2 Declaration of Agency ...................................................................................... 75 21.3 Protection of Administrative Agent ................................................................... 75 21.4 Interest Holders .................................................................................................75 21.5 Consultation with Professionals ........................................................................ 75 21.6 Operative Documents ........................................................................................ 76 21.7 Administrative Agent and its Subsidiaries and Affiliates ................................... 76 21.8 Responsibility of the Administrative Agent .......................................................76 21.9 Action by the Administrative Agent ..................................................................76 21.10 Notice of Events of Default ...............................................................................77 21.11 Responsibility Disclaimed .................................................................................78 21.12 Indemnification ................................................................................................. 78 21.13 Protection of Employees ................................................................................... 78 21.14 Credit Decision ................................................................................................. 78 21.15 Replacement Administrative Agent ................................................................... 79 21.16 Waivers and Amendments................................................................................. 80 21.17 Articles 2138 to 2148 C.C.Q. Not Applicable .................................................... 81 21.18 Rights, Benefits and Recourses Created by the Operative Documents ............... 81 ARTICLE 22 OPERATION OF ACCOUNT ....................................................................... 82 22.1 Notice of Advance to the Finance Parties ..........................................................82 22.2 Interlender Procedure for Making Advances ..................................................... 82 22.3 Deposits By or on Behalf of Lenders to Constitute Advances ............................82 22.4 Bank Account ................................................................................................... 82 22.5 Maintenance of Loan Records by the Administrative Agent .............................. 82 22.6 Authority to Debit and Credit ............................................................................ 83 22.7 Failure by Any Lender to Advance .................................................................... 83 22.8 Temporary Advances by the Administrative Agent ...........................................83 22.9 Swingline Redistribution ................................................................................... 85 ARTICLE 23 MISCELLANEOUS ....................................................................................... 87 23.1 Notices .............................................................................................................. 87 23.2 Calculations and Determinations Shall Constitute Prima Facie Proof................87 23.3 Rights and Recourses Cumulative ..................................................................... 87 23.4 Assignments by the Borrowers .......................................................................... 87 23.5 Assignments by Lenders ................................................................................... 87

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Table of Contents (continued) Page 23.6 23.7 23.8 23.9 23.10 23.11 23.12 23.13 23.14 23.15 23.16 23.17 23.18

Disclosure of Confidential Information ............................................................. 89 Conversion Rules ..............................................................................................90 Currency Indemnity .......................................................................................... 90 Counterparts...................................................................................................... 91 Severability ....................................................................................................... 91 Replacement of Previous Agreements ............................................................... 91 No Novation .....................................................................................................91 Obligation to Pay Absolute ............................................................................... 91 Inconsistency with Guarantee Documents ......................................................... 92 Risk of Superior Force ...................................................................................... 92 Governing Law ................................................................................................. 92 Submission to Jurisdiction................................................................................. 92 Waiver of Jury Trial .......................................................................................... 92

ARTICLE 24 FORMAL DATE ............................................................................................ 92 24.1 Formal Date ......................................................................................................92 ARTICLE 25 LANGUAGE ................................................................................................... 93 25.1 English Language.............................................................................................. 93 25.2 Langue Anglaise ............................................................................................... 93

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SCHEDULES "A"

The Lenders and their Commitments

"B"

Definitions

"C"

Definition of Relevant Margin and Stand-By Fee

"D"

Compliance Certificate

"E"

Conversion Request

"F"

Draw Request

"G"

Loan Transfer Agreement

"H"

Reduction Notice

"I"

Repayment Notice

"J"

Acquisition Certificate

"K"

ISDA Provider Accession Certificate

"L"

Intellectual Property

"M"

Subsidiaries

"N"

Investments

"O"

Existing Bas and Libor Loans

"P"

BA Liabilities as Regards Existing Bas and Libor Loans

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THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2015 AMONG:

FIERA CAPITAL CORPORATION and FIERA US HOLDING INC., as Borrowers;

AND:

THE LENDERS SET FORTH IN SCHEDULE "A" HERETO, as Lenders;

AND:

NATIONAL BANK OF CANADA, as Administrative Agent;

WITNESSETH: WHEREAS a credit agreement dated as of March 30, 2012 was entered into among Fiera Capital Corporation (under its previous name Fiera Sceptre Inc.), as borrower, the lenders parties thereto from time to time, as lenders, and National Bank of Canada, as administrative agent, under the terms of which senior unsecured credit facilities in the aggregate amount of Cdn$118,000,000 were made available to Fiera Capital Corporation (the "2012 Credit Agreement"); WHEREAS the 2012 Credit Agreement was amended and restated pursuant to the amended and restated credit agreement dated as of January 31, 2013 entered into among Fiera Capital Corporation, as borrower, the lenders parties thereto from time to time, as lenders, and National Bank of Canada, as administrative agent (the "2013 Restated Credit Agreement"); WHEREAS the 2013 Restated Credit Agreement was amended and restated pursuant to the second amended and restated credit agreement dated as of October 31, 2013 entered into among Fiera Capital Corporation, as borrower, the lenders parties thereto from time to time, as lenders, and National Bank of Canada, as administrative agent (the "Principal Credit Agreement"); WHEREAS the parties hereto wish to amend certain provisions of the Principal Credit Agreement and restate the Principal Credit Agreement in its entirety, but without novation, in order to, inter alia, add Fiera US Holding Inc. as the US Borrower, increase the principal amount of the Revolving Facility (as defined in the Principal Credit Agreement) to Cdn$300,000,000, terminate the Term Facility (as defined in the Principal Credit Agreement) and make certain other amendments, the whole as herein provided; NOW THEREFORE in consideration of the premises, the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto have agreed that the Principal Credit Agreement is hereby amended and restated in its entirety, but without novation, as follows:

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ARTICLE 1 INTERPRETATION 1.1

General Definitions

The capitalized words and expressions, wherever used in this Agreement or in any agreement ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meaning ascribed thereto in Schedule "B". 1.2

Headings, etc.

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 1.3

Number and Gender

In this Agreement, words in the singular (including defined terms) include the plural and vice versa (the necessary changes being made to fit the context) and words in one gender include all genders, and, unless otherwise specified, any reference to dollars shall constitute a reference to Canadian Dollars. 1.4

Accounting Principles, Change in GAAP

Unless, the Administrative Agent otherwise consents, acting in accordance with the instructions of the Majority Lenders, where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise requires, be made in accordance with GAAP. In the event of a change in GAAP having a material effect on the application of certain provisions of this Agreement, the Canadian Borrower and the Administrative Agent, further to a request from either party, shall use reasonable efforts to negotiate amendments to such provisions in order to facilitate their application provided that such amendments must preserve the original intent of the affected provisions. Any amendment so negotiated by the Administrative Agent must be approved by the Majority Lenders. Until any such amendments shall have been agreed upon, the terms, conditions and undertakings of this Credit Agreement shall be interpreted and applied as if such change in GAAP did not apply to the Borrowers and the accounting principles applicable to the Borrowers immediately prior to the coming into force of such change in GAAP shall continue to apply to the Borrowers for the purposes of determining if the Borrowers comply with the financial covenants of this Agreement and the Borrowers shall continue to provide Financial Statements prepared in accordance with such accounting principles.

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1.5

Solidary (Joint and Several) Liability

Each of the Borrowers shall be at all times solidarily (i.e. jointly and severally) liable for all obligations of the Borrowers under (a) the Operative Documents and (b) Bank Products provided by a Bank Product Provider, including, without limitation (i) the Loans in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories upon the terms and conditions provided for hereunder and (ii) ISDA Contracts (other than Excluded Swap Obligations) to an ISDA Provider. ARTICLE 2 THE REVOLVING FACILITY 2.1

Grant of the Revolving Facility 2.1.1

Each Lender, severally and neither jointly nor solidarily, agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrowers an amount of up to but not exceeding, in the aggregate, the Revolving Commitment of such Lender, as set forth beside its name in Schedule "A" hereto under the heading "Revolving Commitment". As of the Amendment and Restatement Date, the principal amount of the Revolving Facility is Cdn$300,000,000. The Revolving Facility shall be available in two (2) tranches, the Canadian Tranche and the US Tranche, as follows: 2.1.1.1

The Canadian Tranche, initially in the amount of Cdn$290,000,000, shall be available to the Canadian Borrower in the proportion as to each Lender of its Revolving Commitment under the Canadian Tranche; and

2.1.1.2

The US Tranche, initially in the amount of Cdn$10,000,000, shall be available to the US Borrower in the proportion as to each Lender of its Revolving Commitment under the US Tranche.

2.1.2

The Canadian Swingline Lender hereby establishes in favour of the Canadian Borrower the Canadian Swingline Facility which shall be available up to, upon the terms and subject to the conditions of this Agreement, an amount equal to the Canadian Swingline Commitment Amount. The Canadian Swingline Facility is being made available to the Canadian Borrower as part of the Revolving Commitment under the Canadian Tranche and not in addition thereto.

2.1.3

The US Swingline Lender hereby establishes in favour of the US Borrower the US Swingline Facility which shall be available up to, upon the terms and subject to the conditions of this Agreement, an amount equal to the US Swingline Commitment Amount. The US Swingline Facility is being made available to the US Borrower as part of the Revolving Commitment under the US Tranche and not in addition thereto

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2.2

2.3

Reallocation among Tranches of the Revolving Facility 2.2.1

Upon giving not less than five (5) Business Days' notice before the last day of each fiscal quarter of the Canadian Borrower to the Administrative Agent, the Borrowers may change the allocations among Tranches set out in Section 2.1 (and, accordingly, the resulting available amounts of each Tranche), in multiples of Cdn$5,000,000.

2.2.2

Any reallocation shall result in a corresponding adjustment in the amounts of the Revolving Commitments of the Lenders under each Tranche, in the proportion as to each Lender to the percentage of such Lender's Revolving Commitment under the applicable Tranche.

2.2.3

Reallocations shall be effective on the Business Day specified in the notice of reallocation. Any reallocation shall remain in effect until the effective date of any subsequent reallocation replacing same.

2.2.4

No reallocation shall be effective if, after giving effect thereto, the outstanding amount of all Advances under any Tranche would exceed on the intended effective date of such reallocation the intended new amount of such Tranche.

2.2.5

No reallocation may reduce the amount of the Canadian Tranche below the maximum amount permitted to be borrowed directly from the Canadian Swingline Lender under the Canadian Tranche pursuant to Section 2.1.2.

2.2.6

No reallocation may reduce the amount of the US Tranche below the maximum amount permitted to be borrowed directly from the US Swingline Lender under the US Tranche pursuant to Section 2.1.3.

Purpose of Revolving Facility

All Advances under the Revolving Facility shall be used by the Borrowers exclusively to (i) finance the general corporate purposes of the Borrower Parties, (ii) finance Permitted Acquisitions and (iii) refinance the Existing Term Loans under the Principal Credit Agreement. 2.4

Revolving Facility Limit 2.4.1

Except for temporary excesses arising from the Administrative Agent's allocation of BAs in accordance with subsection 5.2.2 and except as hereinafter contemplated in subsections 2.4.4 and 2.4.5 in respect of a Swingline Lender, the Revolving Loan of each Lender shall not exceed its Revolving Commitment. The Revolving Facility is denominated in Cdn Dollars even though it may be drawn in Cdn Dollars and in US Dollars.

2.4.2

The Borrowers acknowledge that, as of the Amendment and Restatement Date, the Canadian Swingline Facility is being made available to the Canadian Borrower by the Canadian Swingline Lender as part of the Canadian Tranche. Consequently, any Revolving Loan under the Canadian Swingline Facility shall reduce, by an equal amount, the amount available under the Canadian

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Tranche and shall reduce the amount available under the Canadian Swingline Commitment Amount and any repayment of any Revolving Loan under the Canadian Swingline Facility shall increase, by an equal amount, the amount available under the Canadian Tranche and shall increase the amount available under the Canadian Swingline Commitment Amount. 2.4.3

The Borrowers acknowledge that, as of the Amendment and Restatement Date, the US Swingline Facility is being made available to the US Borrower by the US Swingline Lender as part of the US Tranche. Consequently, any Revolving Loan under the US Swingline Facility shall reduce, by an equal amount, the amount available under the US Tranche and shall reduce the amount available under the US Swingline Commitment Amount and any repayment of any Revolving Loan under the US Swingline Facility shall increase, by an equal amount, the amount available under the US Tranche and shall increase the amount available under the US Swingline Commitment Amount.

2.4.4

Provided no Default has occurred and is continuing, the Canadian Swingline Lender, as a Lender under the Canadian Tranche, hereby agrees to make available to the Canadian Borrower its Rateable Share of any Advance requested by the Canadian Borrower or to be made under the Canadian Tranche in accordance with this Agreement and, in the event the making of such Advance results in the amount of the Canadian Tranche of the Canadian Swingline Lender exceeding the Revolving Commitment of the Canadian Swingline Lender under the Canadian Tranche, then a Swingline Redistribution shall be made as per Section 22.9.

2.4.5

Provided no Default has occurred and is continuing, the US Swingline Lender, as a Lender under the US Tranche, hereby agrees to make available to the US Borrower its Rateable Share of any Advance requested by the US Borrower or to be made under the US Tranche in accordance with this Agreement and, in the event the making of such Advance results in the amount of the US Tranche of the US Swingline Lender exceeding the Revolving Commitment of the US Swingline Lender under the US Tranche, then a Swingline Redistribution shall be made as per Section 22.9.

2.4.6

Each Borrower covenants and agrees that the total outstanding amount of all Advances under the Revolving Facility and the Swingline Facilities, at any time, shall never exceed the sum of the Revolving Commitments, as at such time, the Administrative Agent and the Swingline Lenders having no obligation whatsoever to monitor, in any way, the foregoing undertaking.

2.4.7

Where under any of the terms hereof, the Revolving Facility (or a Tranche thereof) is cancelled, reduced or terminated (including, without limitation, pursuant to Sections 3.1 and 18.1 of this Agreement), same may not subsequently be increased, any such cancellation, reduction or termination thereof being permanent. Unless otherwise expressly provided under the terms hereof, any reduction of the Revolving Facility (or of a Tranche thereof)

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shall be apportioned as among the respective Revolving Commitments of the Lenders under the Revolving Facility (and the corresponding Tranche) on a Rateable Share basis of that Tranche. 2.5

2.6

Revolving Nature of the Revolving Facility and Availability of the Revolving Facility 2.5.1

The Revolving Period means the period commencing on the Amendment and Restatement Date and ending on the earlier of (i) March 25, 2020 and (ii) the date on which the Revolving Facility is terminated and cancelled in its entirety (including, without limitation, pursuant to Sections 3.1, 3.5 or 18.1 of this Agreement).

2.5.2

During the Revolving Period, the Revolving Facility is available on a revolving basis such that, during the Revolving Period, subject to all the terms and conditions of this Agreement, the Borrowers may reborrow under each Tranche the whole or any part of any Advance previously repaid to the extent of the then applicable Available Revolving Facility.

2.5.3

During the Revolving Period, the Canadian Swingline Facility is available on a revolving basis such that subject to all the terms and conditions of this Agreement, the Canadian Borrower may reborrow the whole or any part of any Advance previously repaid to the extent of, in the case of an Advance under the Canadian Swingline Facility, the then applicable Available Swingline Facility.

2.5.4

During the Revolving Period, the US Swingline Facility is available on a revolving basis such that subject to all the terms and conditions of this Agreement, the US Borrower may reborrow the whole or any part of any Advance previously repaid to the extent of, in the case of an Advance under the US Swingline Facility, the then applicable Available Swingline Facility.

2.5.5

The Revolving Facility is available in Canadian Dollars by way of Cdn Prime Rate Loans, BAs, and in US Dollars by way of US Base Rate Loans and Libor Loans and by way of the issuance of LCs in Canadian Dollars, US Dollars or any other freely convertible currency acceptable to the relevant LC Issuing Lender, provided, however, that Cdn Prime Rate Loans, BAs and the issuance of LCs in Canadian Dollars shall be available only under the Canadian Tranche.

2.5.6

The Canadian Swingline Facility is available in Canadian Dollars by way of Cdn Prime Rate Loans, and the Swingline Facilities are available in US Dollars, by way of US Base Rate Loans.

Draw Requests 2.6.1

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The Borrowers may request a Drawdown under the Revolving Facility only during the Revolving Period.

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2.7

2.8

2.6.2

The Borrowers shall be deemed to have requested a Drawdown for the full amount of the Existing Term Loans for the purposes of refinancing same on the Amendment and Restatement Date.

2.6.3

In order to obtain a Drawdown under the Revolving Facility (other than under a Swingline Facility), the Borrower concerned must deliver to the Administrative Agent a Draw Request by the times and stipulating the information specified hereunder. Once delivered, no Draw Request may subsequently be revoked or withdrawn by the Borrower concerned.

Drawdown 2.7.1

The proceeds of each Drawdown by way of Direct Advance requested by way of Draw Request, shall be disbursed by the Administrative Agent on the Drawdown Date by bank transfer to the credit of the Cdn Dollar Account or the applicable US Dollar Account, as the case may be, and, where applicable, in accordance with subsection 2.7.4.

2.7.2

With respect to each Drawdown by way of the issuance of BAs, the BA Proceeds relating to such BAs shall be disbursed by the Administrative Agent on the Drawdown Date by bank transfer to the credit of the Cdn Dollar Account, and, where applicable, in accordance with subsection 2.7.4.

2.7.3

With respect to each Drawdown by way of the issuance of an LC, the LC Issuing Lender concerned shall disburse such Drawdown by delivering on the Drawdown Date the requested LC to the Borrower concerned or to the Person designated by such Borrower.

2.7.4

With respect to Drawdowns to be made by way of Direct Advance or the issuance of BAs, where the Administrative Agent receives from the Borrower concerned, in form and substance satisfactory to the Administrative Agent, an unconditional and irrevocable direction of payment instructing the Administrative Agent as to how to dispose of such funds, or alternatively, a particular Draw Request provides such a direction of payment, the Administrative Agent shall credit such funds to the appropriate Account as provided in subsections 2.7.1 and 2.7.2 above and immediately thereafter shall comply with such direction of payment and for all purposes of this Agreement, such funds, irrevocably and conclusively, shall be deemed to have been disbursed to such Borrower, if they are disposed of in the manner contemplated in any such direction of payment.

Increase of the Revolving Facility 2.8.1

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At any time after the execution of this Agreement but no later than the 60th day preceding the last day of the Revolving Period and provided that the aggregate amount of the Revolving Facility has not then been reduced, the Borrowers may, by notice to the Administrative Agent, request an increase up

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 8

to Cdn$100,000,000 in the amount of the Revolving Facility (an "Increase"). The notice must specify: 2.8.1.1

the amount of the proposed Increase, which must be a multiple of Cdn$5,000,000 with a minimum of Cdn$25,000,000, provided that the aggregate amount of all Increases of the Revolving Facility made pursuant to this Section 2.8.1.1 may not exceed Cdn$100,000,000; and

2.8.1.2

the allocation of the Increase between the Canadian Tranche and US Tranche;

2.8.2

Upon receipt of such notice, the Administrative Agent shall offer to the Lenders to participate in the Increase pro rata to their Revolving Commitments. Each Lender shall have 15 days from receipt of such notice to accept such offer, failing which such Lender shall be deemed to have refused the offer. If some but not all of the Lenders accept the offer, then the Administrative Agent shall offer to the Lenders who have then accepted a portion of the Increase to participate in the remaining unaccepted portion of the increase pro rata to the Commitments of such Lenders. If within 15 days after such offers, any portion of the Increase remains unaccepted, then the Borrowers shall have the right to offer such portion to Persons who are not Lenders, provided that any offer to any such Person would qualify as an assignment of Commitment hereunder, as if such offer were an assignment.

2.8.3

Promptly after the giving of such notice, the Administrative Agent, the Borrowers and the Persons who have accepted to participate in the Increase shall execute an amendment to this Agreement providing that: 2.8.3.1

the Revolving Facility (and the applicable Tranches) shall be increased by the amount of the increase;

2.8.3.2

each Person who has accepted to participate in the Increase shall have a Revolving Commitment equal to the amount of its participation in the increase (or an additional Revolving Commitment equal to such amount in the case of a Person who is already a Lender); and

2.8.3.3

the new and existing Lenders shall make among themselves such assignments of Advances or adjustments as are necessary to ensure that all outstanding amounts under all Advances are owed to the Lenders in the proportion of their respective Revolving Commitments,

and containing such other provisions as may be necessary to give effect to the Increase, including conditions precedent to the effectiveness of the increase such as the absence of a Default and the delivery of legal opinions.

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2.8.4

2.9

2.10

For greater certainty, (i) nothing in this Section is intended to commit any Lender to participate or the Administrative Agent to arrange for a participation in an Increase and (ii) the aggregate amount of all Increases under the Revolving Facility made pursuant to this Section 2.8 may not exceed Cdn$100,000,000. Notwithstanding any other provision of this Agreement, an amendment agreement giving effect to an Increase shall not require the consent of Lenders other than those participating in the Increase.

Accession of an ISDA Provider 2.9.1

Any Person who is not already an ISDA Provider may become a party hereunder in such capacity provided that an ISDA Provider Accession Certificate shall have been executed by such Person and the Administrative Agent and delivered to the Administrative Agent and the Borrowers.

2.9.2

Upon the execution and delivery of an ISDA Provider Accession Certificate, any Person who delivered an ISDA Provider Accession Certificate pursuant to subsection 2.9.1 shall for all purposes be an ISDA Provider party to this Agreement and shall have all the rights and obligations of an ISDA Provider under this Agreement and shall be entitled to the benefits of, and be bound by the provisions hereof, to the same extent as if it were an original party hereto and no further consent or action by the Borrowers, the Lenders, any other ISDA Provider or the Administrative Agent shall be required.

Borrowing Procedures under the Swingline Facilities 2.10.1

Any cheque or payment instruction or debit authorization from a Borrower and resulting in an overdraft in the applicable Account shall be deemed to be a request for a Swingline Prime Rate Loan or Swingline US Base Rate Loan, as the case may be, in an amount that is sufficient to cover such overdraft. Subject to the relevant provisions of this Agreement, including those of Section 12.3, the applicable Swingline Lender shall deposit in the relevant Account an amount sufficient to cover such overdraft. Any such Advance in Canadian Dollars shall bear interest on a Cdn Prime Rate Basis and any such Advance in US Dollars shall bear interest on a US Base Rate Basis.

2.10.2

At any time and from time to time, the Administrative Agent may request that a Swingline Redistribution be effected, whereupon the Lenders and the Swingline Lender concerned shall proceed with such Swingline Redistribution.

2.10.3

If a Default or Event of Default shall have occurred and be continuing, a Swingline Lender may, by notice to the Administrative Agent and the Borrowers, inform them that it no longer desires to provide a Swingline Facility, whereupon a Swingline Redistribution shall be effected and the Canadian Swingline Commitment Amount or US Swingline Commitment Amount (as the case may be) shall thereafter and irrevocably be deemed to be nil. If a Default or Event of Default shall have occurred and be continuing, the

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Majority Lenders may also, by notice to the Administrative Agent and the Borrowers, require that a Swingline Facility be terminated whereupon a Swingline Redistribution shall be effected and the Swingline Commitment Amount or the US Swingline Commitment Amount (as the case may be) shall thereafter and irrevocably be deemed to be nil. In any event, upon any acceleration of the Loans pursuant to Section 18.1, the Swingline Facilities shall be terminated and the Lenders shall proceed with a Swingline Redistribution and the Canadian Swingline Commitment Amount and the US Swingline Commitment Amount shall thereafter and irrevocably be deemed to be nil. ARTICLE 3 REDUCTIONS AND REPAYMENTS 3.1

Repayment of Entire Loans

Each Borrower hereby binds and obliges itself to repay on the last day of the Revolving Period the entire amount of the Loans outstanding on such date. 3.2

Compulsory Repayment of Excess Revolving Loans 3.2.1

Where under any circumstances the sum of the Revolving Loans under a Tranche (including, for greater certainty, the Swingline Loans under such Tranche) exceeds such Tranche (other than as a result solely of Exchange Rate fluctuations), then the Borrowers shall forthwith repay such portion of the Revolving Loans under such Tranche as shall reduce such excess to nil.

3.2.2

Where the Administrative Agent determines that as a consequence of fluctuations in the Exchange Rate, the sum of the Revolving Loans under a Tranche (including, for greater certainty, the Swingline Loans under such Tranche) exceeds by more than 5% such Tranche, then the Administrative Agent may deliver to the Borrowers a written notice requiring the Borrowers to repay within three (3) Business Days such portion of the Revolving Loans under such Tranche as shall reduce such excess to nil.

3.2.3

Where any such repayment results from a cancellation or reduction of the Revolving Facility, such repayment shall be made in accordance with subsection 3.5.3.

3.2.4

Concurrently with any repayment under this Section, the Borrowers shall pay any losses and expenses incurred or suffered by any Lender or the Administrative Agent as a result of such repayment, in accordance with the relevant provisions of article 20.

3.2.5

Concurrently with any such repayment, the Borrowers shall issue a Repayment Notice (except that no Repayment Notice is required for a repayment of Swingline Loans).

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3.3

3.4

Voluntary Repayment of Loans 3.3.1

At any time during the Revolving Period, the Borrower concerned may voluntarily repay the whole or any part of the Loans under the Canadian Tranche or the US Tranche, without penalty or premium (except pursuant to Sections 20.5 and 20.6), by issuing a Repayment Notice to the Administrative Agent, unless such repayment relates to the Swingline Loans. Any such repayment shall be for a minimum amount of Cdn$1,000,000 for any repayment of any Cdn Dollar Loan and US$1,000,000 for any repayment of any US Dollar Loan, and in multiples of Cdn$100,000 for any repayment of any Cdn Dollar Loan and US$100,000 for any repayment of any US Dollar Loan.

3.3.2

Where any such voluntary repayment relates to the whole or any part of the BA Liabilities, Libor Loans or LC Liabilities, then such repayment shall only be made on the Selected Maturity Date of the Selected Amounts proposed to be so repaid and the amount of such repayment shall be equal to the Selected Amounts proposed to be so repaid.

3.3.3

For greater certainty, no Repayment Notice shall be required for any repayment of Swingline Loans.

Repayment Notice

Any Repayment Notice shall be delivered to the Administrative Agent at the latest one (1) Business Day prior to the date of the relevant repayment, unless it relates to the whole or a portion of (i) BAs, in which case such Repayment Notice shall be delivered to the Administrative Agent at least two (2) Business Days prior to the date of the relevant repayment, or (ii) the Libor Loans, in which case such Repayment Notice shall be delivered to the Administrative Agent at least three (3) Banking Days prior to the date of the relevant repayment. Once delivered, a Repayment Notice may not be revoked or withdrawn by the Borrowers. 3.5

Voluntary Cancellation or Reduction of a Tranche under the Revolving Facility 3.5.1

At any time during the Revolving Period, the Borrower concerned may voluntarily cancel or reduce any of the Tranches under the Revolving Facility (and consequently the Revolving Facility), without penalty on premium (except pursuant to Sections 20.5 and 20.6)), in each case, in whole or in parts, in minimum amounts of Cdn$1,000,000 and in whole multiples of Cdn$100,000 by delivering to the Administrative Agent a Reduction Notice.

3.5.2

Where any such voluntary reduction results in a compulsory repayment pursuant to subsections 3.5.3 or Section 3.2 of the whole or any part of a Tranche, then the Borrower concerned shall attach to the aforesaid notice a Repayment Notice.

3.5.3

The parties agree that (i) on the date of any cancellation or reduction of such Tranche, the Borrower concerned shall repay any portion of the Revolving

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Loans under such Tranche in excess of such Tranche (following such cancellation and reduction of such Tranche) and (ii) where a cancellation of the whole of a Tranche under the Revolving Facility or the whole of the Revolving Facility is requested, on the effective date thereof the Borrower concerned shall repay the entire amount of the Revolving Loans outstanding under such Tranche or the Revolving Facility on such date, including any Stand-By Fee and interest accrued and unpaid as at such date, as well as any losses and expenses incurred or suffered by any Lender or the Administrative Agent as a result of such cancellation in accordance with the relevant provisions of article 20. 3.6

Reduction Notices

Any Reduction Notice shall be delivered to the Administrative Agent at least two (2) Business Days prior to the date of the relevant cancellation or reduction. Once delivered, no Reduction Notice may be revoked or withdrawn by the Borrower concerned. ARTICLE 4 CDN PRIME AND US BASE RATE LOANS 4.1

Request for Cdn Prime Rate Loans or US Base Rate Loans

Any Draw Request or Conversion Request pursuant to which an Advance is requested by way of Cdn Prime Rate Loan or US Base Rate Loan shall be delivered at the latest by 11:00 a.m. (Montréal time) at least one (1) Business Day immediately prior to the proposed Borrowing Date. Any such Draw Request or Conversion Request shall specify the following information:

4.2

4.1.1

the Tranche under which the Advance is requested;

4.1.2

the proposed Borrowing Date which must be a Business Day; and

4.1.3

the principal amount requested to be Advanced, such principal amount to be at least Cdn$1,000,000, for any Advance requested by way of Cdn Prime Rate Loan, and US$1,000,000 for any Advance requested by way of US Base Rate Loan and a whole multiple of Cdn$100,000, for any Advance requested by way of Cdn Prime Rate Loan and US$100,000 for any Advance requested by way of US Base Rate Loan.

Apportionment among the Lenders

The aggregate principal amount of any Advance requested under Section 4.1 shall be apportioned among the Lenders on a Rateable Share basis of relevant Tranche.

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4.3

Interest on Cdn Prime Rate Basis

The Borrower concerned shall pay each Lender interest on such Lender's Cdn Prime Rate Loan at an annual rate applicable for each day during which such Loan is outstanding equal to the Cdn Prime Rate at the close of business on each such day plus the Relevant Margin applicable on each such day. 4.4

Interest on US Base Rate Basis

The Borrower concerned shall pay each Lender interest on such Lender's US Base Rate Loan at an annual rate applicable for each day during which such Loan is outstanding equal to the US Base Rate at the close of business on each such day plus the Relevant Margin applicable on each such day. 4.5

4.6

4.7

Computation of Interest 4.5.1

Interest in respect of the Cdn Prime Rate Loans shall be computed on the basis of a 365 day year for the actual number of days elapsed;

4.5.2

Interest in respect of the US Base Rate Loans shall be computed on the basis of (y) a 365 day year for the actual days elapsed during any period when the US Base Rate is calculated using the Administrative Agent's US Base Rate and (z) a 360 day year for the actual number of days elapsed during any period when the US Base Rate is calculated using the Federal Funds Effective Rate or Libor

4.5.3

Interest payable on each Loan is calculated upon the daily outstanding balance of such Loan from and including the date it is advanced until, but excluding, the date it is repaid in full.

Payment of Interest 4.6.1

Interest with respect to Cdn Prime Rate Loans and US Base Rate Loans shall be payable in arrears on the applicable Interest Payment Date;

4.6.2

Overdue interest shall bear interest at an annual rate, applicable on each day during which such interest remains unpaid, equal to the rate applicable to principal during the period in which it remains unpaid, computed daily, compounded monthly on the applicable Interest Payment Date, such overdue interest being payable upon demand of the Administrative Agent;

4.6.3

Interest with respect to Cdn Prime Rate Loans and US Base Rate Loans shall be payable both before and after demand, default and judgement at the applicable rates set forth herein.

Interest on Loans Generally

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Cdn Prime Rate Basis if the amount outstanding is denominated in Canadian Dollars or on a US Base Rate Basis if the amount outstanding is denominated in US Dollars. 4.8

Annual Equivalents

The annual rates of interest to which are equivalent the rates determined in accordance with the provisions of clause (z) of subsection 4.5.2 are the following rate: (the quoted rate) × (number of days in the year) ÷ 360 = % per annum. The annual rates to which are equivalent the rates determined in accordance with the provisions of subsection 4.5.1 and clause (y) of subsection 4.5.2 are the following rate: (the quoted rate) × (number of days in the year) ÷ 365 = % per annum. ARTICLE 5 BANKERS' ACCEPTANCES 5.1

Requests for the Issuance of BAs

Any Draw Request or Conversion Request pursuant to which the Canadian Borrower requests an issue of BAs shall be delivered to the Administrative Agent by 11:00 a.m. (Montréal time) at least two (2) Business Days prior to the proposed Borrowing Date. Any Draw Request or Conversion Request shall specify the following information:

5.2

5.1.1

the Selected Period during which it desires such issue of BAs to be outstanding. Such Selected Period must be of one, two, three or six months;

5.1.2

for each Selected Period, the aggregate face amount of such issue of BAs. Such aggregate face amount must be at least Cdn$1,000,000 and a whole multiple of Cdn$100,000;

5.1.3

the proposed Borrowing Date, which must be a Business Day; and

5.1.4

the Selected Maturity Date, which must be a Business Day falling during the Revolving Period.

Notice to Lenders of Particulars Relating to BAs 5.2.1

On the Business Day immediately preceding any Borrowing Date, the Administrative Agent shall notify each Lender under the Canadian Tranche of the aggregate face amount of BAs to be accepted by it on the Borrowing Date and of the Selected Period applicable to such BAs. The Administrative Agent shall promptly notify the Canadian Borrower prior to 12:00 p.m. (Montréal time) on any Borrowing Date of the Discount Rate, Stamping Fee and BA Proceeds applicable to such BAs.

5.2.2

The aggregate face amount of an issue of BAs shall be apportioned as among the Lenders on a Rateable Share basis of the Canadian Tranche. Where such

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apportionment results in the aggregate face amount of BAs to be accepted by a Lender under the Canadian Tranche for the same Selected Period not to be a whole multiple of Cdn$100,000, such aggregate face amount shall be increased or reduced by the Administrative Agent in its sole discretion to the nearest whole multiple of Cdn$100,000, without affecting the aggregate face amount of BAs accepted by the Lenders under the Canadian Tranche for the same Selected Period. 5.3

Lenders to Accept Drafts

Each Lender under the Canadian Tranche hereby severally and neither jointly nor solidarily agrees to accept as BAs, on each Borrowing Date, an aggregate face amount of Drafts equal to the amount specified to such Lender by the Administrative Agent pursuant to Section 5.2. 5.4

5.5

Stamping Fee 5.4.1

In connection with and in consideration for the acceptance by each Lender of Drafts as contemplated in Section 5.3, the Canadian Borrower shall pay to each Lender, a stamping fee equal to the product resulting from multiplying the face amount of each Draft so accepted by such Lender by a fraction, the numerator of which shall consist of the product resulting from multiplying the applicable Relevant Margin in effect on the relevant Borrowing Date by the number of days in the Selected Period applicable to such BA and the denominator of which shall consist of 365.

5.4.2

Where during any Selected Period of any BA, the Relevant Margin changes, on the Reset Date in respect of such BA, the Canadian Borrower, on the one hand, and the Administrative Agent, for the account of the Lenders under the Canadian Tranche, on the other hand, shall settle as among themselves any amounts resulting from any adjustment of the Relevant Margin during such Selected Period, taking into consideration the Relevant Margin that would have been applicable on such Reset Date to any outstanding Advance made by way of BAs as of and from such Reset Date, the remaining term of the applicable Selected Period and the face amount of the relevant BAs. The Lenders under the Canadian Tranche and the Canadian Borrower, through the Administrative Agent, shall pay to each other, as required, the appropriate amounts resulting from any such adjustment.

5.4.3

In payment of the Stamping Fee payable in connection with any BA, each Lender under the Canadian Tranche shall retain from the Discounted Proceeds relating to such BA an amount equal to such Stamping Fee.

Lenders to Discount BAs 5.5.1

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Each Lender under the Canadian Tranche hereby severally and neither jointly nor solidarily agrees to purchase the BAs accepted by it under the terms hereof on the Borrowing Date of such BAs for an amount equal to the Discounted Proceeds of such BAs.

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5.5.2

5.6

Any BA so purchased by any Lender under the Canadian Tranche may be held by it for its own account or sold or traded in (y) the money market, either directly or through securities brokers or dealers, in accordance with such arrangements as such Lender may consider appropriate to make or (z) a clearing house within the meaning of the Depository Bills and Notes Act (Canada).

Lenders to Make BA Proceeds Available to Administrative Agent

On each Borrowing Date, each Lender under the Canadian Tranche shall make available to the Administrative Agent the BA Proceeds relating to the BAs accepted and purchased by it on such date. 5.7

Payment of BAs

On each Selected Maturity Date, the Canadian Borrower shall pay the BA Liabilities in respect of all BAs maturing on such date. Where the Canadian Borrower fails to make such payment, the Canadian Borrower shall be deemed to have requested that portion of the BA Liabilities corresponding to the BAs then maturing to be converted on such Selected Maturity Date into a Cdn Prime Rate Loan. 5.8

Waiver

The Canadian Borrower shall not claim from any Lender under the Canadian Tranche any days of grace for the payment at maturity of any BA issued and accepted by that Lender pursuant to the terms of this Agreement. Furthermore, the Canadian Borrower waives any defence to payment which might otherwise exist if for any reason a BA issued hereunder shall be held by or for the account of a Lender in its own right at the maturity thereof. 5.9

Obligations Absolute

The obligations of the Canadian Borrower with respect to BAs hereunder are unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances: 5.9.1

any lack of validity or enforceability of any Draft accepted by any Lender as a BA; or

5.9.2

the existence of any defence, right of action, right of compensation or set-off or claim of any nature whatsoever which the Canadian Borrower may at any time have or have had against the holder of a BA, the Administrative Agent, a Lender or any other Person, whether in connection with this Agreement or otherwise;

provided, however, that the Canadian Borrower shall have received BA Proceeds for the relevant BA.

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5.10

Power of Attorney to Sign Drafts

In order to facilitate the issuance of BAs hereunder, the Canadian Borrower hereby authorizes each of the Lenders under the Canadian Tranche to sign, endorse and complete Drafts on its behalf in handwritten or by facsimile or mechanical signature or otherwise and once so signed, endorsed and completed, to purchase, discount and negotiate same or, as the case may be, deposit same in a clearing house as contemplated in the Depositary Bills and Notes Act (Canada), as and when deemed necessary by any such Lender for all purposes of this article 5. In this regard, the parties hereto do hereby agree as follows: 5.10.1

all Drafts so signed, endorsed and completed on behalf of the Canadian Borrower by any Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower;

5.10.2

neither the Administrative Agent nor the Lenders nor any of their respective directors, officers, employees or representatives shall be liable for any action taken or omitted to be taken by it or them under this article 5, except for its or their own intentional or gross fault or wilful misconduct;

5.10.3

the Canadian Borrower shall pay upon demand to each Lender under the Canadian Tranche, the face amount of any form of Draft which on its face appears or purports to have been issued by the Canadian Borrower and circulated fraudulently or without authority by any Person other than the Administrative Agent, the Lenders under the Canadian Tranche or any of their respective directors, officers, employees or representatives and which was subsequently presented to a Lender for payment and paid by such Lender, and shall indemnify and hold harmless such Lender from and against any and all losses and expenses which may be imposed on or incurred by or asserted against such Lender in any way relating to, arising out of or resulting from such fraudulent, unauthorized or illegal issuance or use of such Drafts. Following any such payment by the Canadian Borrower, any amount recovered by the Lender from a third party in connection with such Draft shall be remitted to the Canadian Borrower by such Lender forthwith after deducting therefrom any amounts (including the reasonable costs and expenses incurred by such Lender in connection with such recovery) not otherwise paid by the Canadian Borrower; and

5.10.4

upon the request of the Canadian Borrower, any Lender shall cancel all of the forms of Drafts which shall have been signed, endorsed and completed by such Lender on behalf of the Canadian Borrower as hereinabove contemplated in this Section and which shall not as yet have been issued in accordance with such instructions of the Canadian Borrower, provided that under such circumstances, such Lender shall have no liability for failing to make any further requested Advance by way of BAs.

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5.11

5.12

Special Provisions with respect to Non-BA Lenders 5.11.1

The provisions of this article 5 shall apply to any Non-BA Lender, save and except that such Non-BA Lender shall perform its obligations under this Article not by the acceptance of bills of exchange or, as the case may be, depository bills as such expression is defined in the Depository Bills and Notes Act (Canada), but rather, subject to all of the terms and conditions of this Agreement, shall make direct Advances to the Canadian Borrower equal to its Rateable Share of any Advance that, pursuant to a Draw Request or a Conversion Request, the Canadian Borrower may request be or become outstanding by way of BAs.

5.11.2

The principal amount of the indebtedness of the Canadian Borrower towards such Non-BA Lender with respect to any Advance made by such Non-BA Lender under this Section 5.11, shall be equal to the face amount of any BA Equivalent Note issued by the Canadian Borrower in order to evidence such Advance.

5.11.3

In order to provide such Non-BA Lender with comparable benefits to those enjoyed by the other Lenders under this article 5, in connection with each BA Equivalent Note issued by the Canadian Borrower to such Non-BA Lender, such Non-BA Lender shall retain for its own account the difference between the nominal amount of each such BA Equivalent Note and the BA Proceeds relating thereto and shall make available to the Canadian Borrower an amount equal to the BA Proceeds relating to such BA Equivalent Note.

5.11.4

Save as otherwise expressly altered by this Section 5.11, the other provisions of this Agreement pertaining to BAs, and the definitions in Schedule "B" hereto pertaining to BAs, shall apply in all respects to such BA Equivalent Notes and such Non-BA Lender mutatis mutandis.

Existing BAs under the Principal Credit Agreement

Immediately prior to the Amendment and Restatement Date, the Canadian Borrower was indebted to certain of the Lenders under the Principal Credit Agreement by way of banker's acceptances drawn thereunder as indicated in Schedule "O" (the "Existing BAs"). The parties hereto agree that, with effect as of the Amendment and Restatement Date, by entering into this Credit Agreement: 5.12.1

the Existing BAs shall be deemed to have been drawn pursuant to a Drawdown under this Agreement and to form part of the BA Liabilities hereunder;

5.12.2

each Lender (an "Assigning BA Lender") whose share of such BA Liabilities exceeds its Rateable Share Assigns a portion of such BA Liabilities sufficient to reduce its share thereof to its Rateable Share; and

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5.12.3

each Lender (an "Acquiring BA Lender") whose share of such BA Liabilities is less than its Rateable Share acquires a portion of such BA Liabilities sufficient to increase its share thereof to its Rateable Share.

As a result of the foregoing Assignments among such Assigning BA Lenders and Acquiring BA Lenders, the parties hereto acknowledge and agree that the Canadian Borrower is indebted to each of the Lenders by way of BA Liabilities as indicated in Schedule "P". The Canadian Borrower acknowledges that the portion acquired by each Acquiring BA Lender of the BA Liability of any Assigning BA Lender forms part of the BA Liability of such Acquiring BA Lender. Each amount of Stamping Fees indicated in Schedule "O" represents the Stamping Fees already collected by each Lender in connection with each respective Selected Amount of the Existing BAs mentioned in such Schedule. Each Assigning BA Lender hereby acknowledges and agrees that, within three (3) Business Days of the Amendment and Restatement Date, it shall remit to the Administrative Agent for the benefit of each Acquiring BA Lender to whom it Assigns a portion of its BA Liability, a portion of such Stamping Fees as indicated by the Administrative Agent in a notice to be sent by it on or prior to the Amendment and Restatement Date. On each of the Selected Maturity Dates indicated in Schedule "O", each Acquiring BA Lender agrees to pay to the Administrative Agent, for the benefit of the Assigning BA Lenders, the portion of the BA Liabilities maturing on such date and Assigned to it pursuant to the provisions hereof. With respect to the Stamping Fees paid with respect to the Existing BAs, the provisions of subsection 5.4.2 shall apply mutatis mutandis as if the adjustment, if any, in the Relevant Margin taking effect as of the Amendment and Restatement Date constituted an adjustment to the Relevant Margin under such subsection 5.4.2 except that the payments required to be made as a result thereof shall be made within three (3) Business Days of the Amendment and Restatement Date. On the Amendment and Restatement Date, the Assigning BA Lenders, the Acquiring BA Lenders and the Canadian Borrower shall settle among themselves, through the Administrative Agent, all amounts required to be paid as a result of the Assignments herein contemplated and as a result of the adjustments to the Relevant Margin. ARTICLE 6 LIBOR LOANS 6.1

Request for Libor Loans

Any Draw Request or Conversion Request pursuant to which a Borrower requests a Libor Loan shall be delivered to the Administrative Agent by 11:00 a.m. (Montréal time) three (3) Banking Days prior to the proposed Borrowing Date and shall specify the following information:

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6.2

6.1.1

the Selected Period applicable to such Libor Loans. Such Selected Period must be of one, two, three, or six months. For purposes of this Section, the expression "months" shall have the meaning ascribed thereto in the market from time to time;

6.1.2

for each Selected Period, the aggregate principal amount requested to be outstanding on a Libor Basis. Such aggregate principal amount must be at least US$1,000,000 and a whole multiple of US$500,000;

6.1.3

the proposed Borrowing Date, which must be a Banking Day; and

6.1.4

the Selected Maturity Date, which must be a Banking Day falling during the Revolving Period.

Establishment of Libor and Selected Amounts 6.2.1

6.2.2

6.3

Libor shall be established by the Administrative Agent on the applicable Quotation Date prior to the relevant Borrowing Date. By 2:00 p.m. (Montréal time) on the applicable Quotation Date prior to the relevant Borrowing Date, the Administrative Agent shall notify the Borrower concerned and each Lender of: 6.2.1.1

the Selected Amount to be Advanced by each such Lender on the proposed Drawdown Date and the Selected Period applicable to each such Selected Amount; and

6.2.1.2

the Libor applicable to each Selected Amount for each Selected Period.

For each Selected Period, the aggregate principal amount requested by the Borrower concerned to be outstanding on a Libor Basis shall be apportioned as among the Lenders on a Rateable Share basis of the relevant Tranche under the Revolving Facility.

Interest on Libor Basis

The Borrower concerned shall pay each Lender interest on each Selected Amount forming part of the Libor Loan of such Lender at an annual rate applicable for each day during which such Selected Amount is outstanding equal to the Libor applicable to such Selected Amount plus the Relevant Margin applicable on each such day to the Libor Loans. 6.4

Computation of Interest 6.4.1

Interest in respect of the Libor Loans shall be computed on the basis of a 360 day year for the actual number of days elapsed.

6.4.2

Interest payable on each Selected Amount is calculated upon the daily outstanding balance of such Selected Amount from and including the date it is advanced until, but excluding, the date it is repaid in full.

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6.5

6.6

Payment of Interest 6.5.1

Interest in respect of the Libor Loans is payable in arrears on the applicable Interest Payment Date.

6.5.2

Overdue interest bears interest at an annual rate applicable for each day during which such interest is outstanding equal to the rate applicable to the principal amount for each day of the period during which such interest remains unpaid, calculated daily, compounded monthly on the first (1st) day of each month and payable upon the demand of the Administrative Agent.

6.5.3

Interest payable on the Libor Loans shall be payable both before and after demand, default and judgment at the applicable rates set forth herein.

Annual Equivalent

The annual rates of interest to which are equivalent the rates determined in accordance with the provisions of subsection 6.4.1 are the following rates: (the quoted rate) × (number of days in the year) ÷ 360 = % per annum. 6.7

Payment on Selected Maturity Date

On each Selected Maturity Date, the Borrower concerned shall pay in full the Selected Amounts maturing on such date and which form part of the Libor Loans. Where the Borrower concerned fails to make such payment, the Borrower concerned shall be deemed to have requested that portion of the Libor Loans corresponding to such Selected Amounts then maturing to be converted on such Selected Maturity Date into a US Base Rate Loan. 6.8

Existing Libor Loans under the Principal Credit Agreement

Immediately prior to the Amendment and Restatement Date, the Canadian Borrower was indebted to certain of the Lenders under the Principal Credit Agreement by way of Libor Loans as indicated in Schedule "O" (the "Existing Libor Loans"). The parties hereto agree that, with effect as of the Amendment and Restatement Date, by entering into this Credit Agreement: 6.8.1

the Existing Libor Loans shall be deemed to have been drawn pursuant to a Drawdown under this Agreement and to form part of the Libor Loans hereunder;

6.8.2

each Lender (an "Assigning Libor Lender") whose share of such Libor Loans exceeds its Rateable Share Assigns a portion of such Libor Loans sufficient to reduce its share thereof to its Rateable Share; and

6.8.3

each Lender (an "Acquiring Libor Lender") whose share of such Libor Loans is less than its Rateable Share acquires a portion of such Libor Loans sufficient to increase its share thereof to its Rateable Share.

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As a result of the foregoing Assignments among such Assigning Libor Lenders and Acquiring Libor Lenders, the parties hereto acknowledge and agree that the Canadian Borrower is indebted to each of the Lenders by way of Libor Loans as indicated in Schedule "P". The Canadian Borrower acknowledges that the portion acquired by each Acquiring Libor Lender of the Libor Loan of any Assigning Libor Lender forms part of the Libor Loans of such Acquiring Libor Lender. On the Amendment and Restatement Date, the Assigning Libor Lenders, the Acquiring Libor Lenders and the Canadian Borrower shall settle among themselves, through the Administrative Agent, all amounts required to be paid as a result of the Assignments herein contemplated and as a result of the adjustments to the Relevant Margin.

ARTICLE 7 LETTERS OF CREDIT 7.1

Requests for the Issuance of LCs

Any Draw Request or Conversion Request pursuant to which a Borrower requests the issuance of one or more LCs shall be delivered to the Administrative Agent and the relevant LC Issuing Lender by 11:00 a.m. (Montréal time) at least two (2) Business Days prior to the proposed Issuance Date and shall specify the following information: 7.1.1

the Selected Maturity Date of each LC so requested. Each such Selected Maturity Date must not fall beyond the last day of the Revolving Period. Notwithstanding the foregoing, the LC Issuing Lender may, at its discretion, issue LCs the Selected Maturity Dates of which fall beyond the last day of the then current Revolving Period provided that the Guarantees granted under the Guarantee Documents shall continue to guarantee the obligations of the Borrower concerned under such LC and shall survive the termination or cancellation of the Revolving Facility pursuant to Sections 3.1, 3.5 or 18.1 of this Agreement;

7.1.2

the Selected Period of each LC so requested, which Selected Period shall not exceed one (1) year;

7.1.3

the face amount of each LC so requested. Such face amount must be denominated in Canadian Dollars or US Dollars or any other freely convertible currency acceptable to the relevant LC Issuing Lender;

7.1.4

the beneficiary of each LC so requested, the conditions of payment under each such LC and all other information required to prepare each such LC; and

7.1.5

the Person (if not the Borrower concerned that requested same) to whom each such LC should be delivered.

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No LC may be requested to be issued under a Tranche where as a result of the issuance of such LC, the aggregate LC Liabilities under both Tranches then outstanding, expressed in their Equivalent in Canadian Dollars, would exceed Cdn$10,000,000. 7.2

7.3

Issuance of LCs 7.2.1

The Canadian LC Issuing Lender is the only Lender entitled to issue LCs under the Canadian Tranche and, in connection with each LC issued under the Canadian Tranche, the Canadian LC Issuing Lender acts as the fronting bank for the Lenders.

7.2.2

The US LC Issuing Lender is the only Lender entitled to issue LCs under the US Tranche and, in connection with each LC issued under the US Tranche, the US LC Issuing Lender acts as the fronting bank for the Lenders.

7.2.3

Provided all conditions of this Agreement have been met, by no later than 12:00 p.m. (Montréal time) on the relevant Issuance Date, the relevant LC Issuing Lender shall deliver to the Borrower concerned, or to the Persons designated in the relevant Draw Request or Conversion Request, the LCs requested to be issued on such date.

LC Fee 7.3.1

With respect to any LC that is not a documentary LC: 7.3.1.1

the Borrower concerned shall pay the Administrative Agent, for the benefit of each relevant Lender: 7.3.1.1.1

an LC fee in Canadian Dollars on such Lender's Cdn Dollar LC Liability;

7.3.1.1.2

an LC fee in US Dollars on such Lender's US Dollar LC Liability under the relevant Tranche;

7.3.1.1.3

an LC fee in Canadian Dollars on such Lender's Rateable Share in the face amount of the LCs denominated in any other currency acceptable to the relevant LC Issuing Lender;

in each case, for each day during which it is outstanding at an annual rate equal to the Relevant Margin applicable on each such day. 7.4

LC Fronting Fee

In addition to the LC Fees: 7.4.1

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the Borrower concerned shall pay to the relevant LC Issuing Lender a fee in Canadian Dollars on the Cdn Dollar LC Liabilities for each day during which

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 24

they are outstanding at an annual rate equal to [percentage amount redacted]%; 7.4.2

the Borrower concerned shall pay to the relevant LC Issuing Lender a fee in US Dollars on the US Dollar LC Liability under the relevant Tranche, for each day during which they are outstanding at an annual rate equal to [percentage amount redacted]%;

Without limiting the generality of the foregoing, a minimum fee of Cdn$[dollar amount redacted] for LCs denominated in Canadian Dollars and US$[dollar amount redacted] for LCs denominated in US Dollars or any other currency acceptable to the relevant LC Issuing Lender shall be payable to the relevant LC Issuing Lender with respect to the issuance, renewal, amendment or cancelling of any LC. 7.5

7.6

Computation and Payment of LC Fee and LC Fronting Fee 7.5.1

The LC Fees and LC Fronting Fees shall be computed on the basis of a 365 day year for the actual number of days elapsed.

7.5.2

The LC Fees and LC Fronting Fees are payable in arrears on the applicable Interest Payment Date, with interest on any overdue amount calculated on a Cdn Prime Rate Basis (as it pertains to the Cdn Dollar LC Liabilities) or a US Base Rate Basis (as it pertains to the US Dollar LC Liabilities). The LC Fees, LC Fronting Fees and any interest on any of such overdue amounts shall be payable both before and after demand, default and judgment at the applicable rates set forth herein.

Payment by a LC Issuing Lender under LCs 7.6.1

The aggregate principal amount or amounts of monies paid by a LC Issuing Lender at any time and from time to time under any LC which is in excess of the amount previously provided to such LC Issuing Lender by the Borrower concerned, in connection with such LC in accordance with Section 10.5, shall constitute an Advance to the Borrower concerned under the relevant Tranche where such LC was issued by such LC Issuing Lender in Canadian Dollars, in US Dollars or any other freely convertible currency acceptable to such LC Issuing Lender, as the case may be, and shall form part of the Cdn Prime Rate Loans or the US Base Rate Loans, as the case may be, the Selected Amount of which shall be deemed to be the excess thus paid by such LC Issuing Lender and the Selected Period of which shall be deemed to be thirty (30) days.

7.6.2

Where the LC Issuing Lender concerned shall have received a demand for payment under any LC it has issued hereunder and has determined to effect payment, unless it shall have been previously put into funds by the Borrower concerned sufficient to effect such payment, it shall issue a written notice to the Administrative Agent and the Borrower concerned, advising them of the amount of and the currency in which such payment shall be made by the

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LC Issuing Lender concerned and requesting that the Lenders make an Advance by way of Cdn Prime Rate Loans or US Base Rate Loans, as the case may be, equal to such amount on or before the Business Day next following such notice.

7.7

7.6.3

Where the Administrative Agent has received such a notice prior to 11:00 a.m. (Montréal time), on any Business Day, it shall issue a notice to the Lenders and the Borrowers under Section 22.1, and the Lenders, before 11:00 a.m., Montréal time, on the Business Day following the receipt of such notice from the Administrative Agent, shall make available to the Administrative Agent, in the Administrative Agent's Account, in same-day funds, the amount specified for such Lender in the aforesaid notice. The Administrative Agent shall on such Business Day disburse the amounts requested by the relevant LC Issuing Lender, on behalf of the Lenders, by crediting the funds it shall have received to the account of the relevant LC Issuing Lender at its LC Issuing Office.

7.6.4

In the event that the LC Issuing Lender concerned shall have effected payment under a LC prior to receipt of the amounts requested from the Administrative Agent, the LC Issuing Lender concerned shall have the exclusive benefit of the interest accruing on such amounts under the terms of this Agreement.

7.6.5

Where the Administrative Agent receives a notice from the LC Issuing Lender concerned at any time after 11:00 a.m., Montréal time on any Business Day, it shall be deemed to have received such notice prior to 11:00 a.m., Montréal time, on the following Business Day.

7.6.6

Each Borrower covenants and agrees to indemnify any LC Issuing Lender for any amount which it may be required to pay under any LC issued by it under the terms hereof.

Lenders' Covenant to the LC Issuing Lenders 7.7.1

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Each Lender does hereby unconditionally and irrevocably covenant and agree to and in favour of the LC Issuing Lenders, to purchase, at the request of any LC Issuing Lender, up to its Rateable Share of any amount the relevant LC Issuing Lender is required to pay under any LC issued under the relevant Tranche which may be outstanding, its claim against the Borrowers for any amount any LC Issuing Lender may be required to pay under any LC issued under the relevant Tranche which may be outstanding. Each Lender hereby covenants to pay to the LC Issuing Lender concerned as the purchase price of such claim an amount equal to such Rateable Share, in the same currency as that in which any LC issued under the relevant Tranche is denominated, in the manner and within the delays contemplated in Section 7.6. Any arrears on the payment of any such Rateable Share shall bear interest on a Cdn Prime Rate Basis applicable to the Canadian Tranche if the amount of such arrears is denominated in Canadian Dollars or a US Base Rate Basis applicable to the relevant Tranche if the amount of such arrears is denominated in US Dollars

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 26

and shall be payable to the LC Issuing Lender concerned by the Lender having defaulted in the payment of its Rateable Share as contemplated above, the Borrowers being exonerated from such payment. 7.8

Obligations Absolute

The obligations of the Borrowers with respect to LCs hereunder are unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances: 7.8.1

any lack of validity or enforceability of any draft or other document presented in connection with any payment requested under any LC; or

7.8.2

the existence of any defence, right of action, right of compensation or set-off or claim of any nature whatsoever which the Borrowers may at any time have or have had against the beneficiary of a LC, any LC Issuing Lender, the other Lenders or any other Person, whether in connection with this Agreement or otherwise.

Neither the LC Issuing Lenders nor any of its correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses 7.8.1 or 7.8.2. 7.9

LCs in other Currencies

Where the LC Issuing Lender concerned has agreed to issue an LC in a currency other than Cdn$ (for the Canadian LC Issuer Lender) or US$ the LC Fee and LC Fronting Fee in respect thereof shall be calculated as provided above and such LC Fee and LC Fronting Fee shall be converted and paid in Cdn$ by using the Exchange Rate on the first day of the month during which such LC Fee and LC Fronting Fee is calculated. Where the LC Issuing Lender concerned is required to make payment under an LC issued in a currency other than Cdn$ (for the Canadian LC Issuer Lender only) or US$ on the Business Day of such payment, the LC Issuing Lender concerned shall convert the amount so paid from the currency in which it was paid to Cdn$ (in the case of a LC issued under the Canadian Tranche) or US$ (in the case of a LC issued under the US Tranche) by using the Exchange Rate at which the LC Issuing Lender concerned, in accordance with its normal banking procedure can purchase Cdn$ (or US$) with the currency in which the payment was made and applicable on such Business Day and the amount so converted shall form part of the Cdn Prime Rate Loans (or US Base Rate Loans) of the Borrower concerned. The obligation of the Lenders to the LC Issuing Lenders under the provisions of Sections 7.6 and 7.7 shall be with respect to the converted amount in Cdn$ (or US$) contemplated in the preceding paragraph.

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ARTICLE 8 CONVERSIONS AND ROLLOVERS 8.1

Request for Conversions

A Borrower may request the Lenders to convert all or any portion of any Type of Advance under the applicable Tranche, other than LCs, into another Type of Advance or to rollover any Type of Advance under the applicable Tranche into the same Type, by delivering to the Administrative Agent a Conversion Request within the delays herein contemplated. Any Conversion Request delivered after 11:00 a.m. (Montréal time) on any Business Day shall be deemed to have been received prior to 11:00 a.m. on the following Business Day. 8.2

Conversion or Rollover

On the relevant Conversion Date with respect to the applicable Tranche, the Borrower concerned shall be deemed to have repaid, without novation, such portion of the Type of Advance that it desires be converted or rolled-over under the applicable Tranche and shall be deemed to have requested a Drawdown under such Tranche in the amount and the Type of Advance into which it desires to convert or rollover. The provisions of this Agreement relating to Drawdowns shall apply mutatis mutandis to any such Advance requested by way of conversion or rollover. 8.3

Requirements for Conversions or Rollovers

Any conversion or rollover requested pursuant to Section 8.1: 8.3.1

with respect to the Canadian Tranche, of BA Liabilities, may only be made on a Selected Maturity Date and only with respect to such part of the BA Liabilities represented by the BAs maturing on such date;

8.3.2

of LC Liabilities, may only be made on a Selected Maturity Date and only with respect to the LCs maturing on such date;

8.3.3

of Libor Loans, may only be made on a Selected Maturity Date and only with respect to such part of the Libor Loans maturing on such date; and

8.3.4

of Cdn Prime Rate Loans (for the Canadian Tranche) or US Base Rate Loans may only be made on a Business Day.

Save as otherwise provided in Section 5.7 and 6.7, a conversion or rollover requested pursuant to Section 8.1 may only be effected if, on the relevant Conversion Date, no Default or Event of Default has occurred and is continuing. 8.4

No Revocation or Withdrawal of Conversion Requests

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ARTICLE 9 FEES 9.1

9.2

Stand-By Fees 9.1.1

The Borrowers hereby covenant and agree to pay to the Administrative Agent for the account of each Lender, with respect to such Lender's Revolving Commitment under the applicable Tranche, a stand-by fee equal for each day to the percentage per annum set out in Schedule "C" applicable on each such day to the applicable Tranche. Such fee is computed daily by the Administrative Agent on the daily balance of the difference between the Revolving Commitment and the Revolving Loan of such Lender under the applicable Tranche as of and from the Amendment and Restatement Date until, but excluding, the last day of the Revolving Period and is payable in Canadian Dollars. For the purposes of calculating such stand-by fee, where any portion of such Revolving Loan is outstanding in any currency other than the Canadian Dollars, such portion shall be converted into Canadian Dollars, by using the rate of exchange quoted by the Bank of Canada on each day of the period during which such stand-by fee is calculated as the noon rate for conversions from such currency into Canadian Dollars.

9.1.2

The Stand-By Fees related to the Revolving Facility are payable quarterly in arrears on the first Business Day of each fiscal quarter of the Borrowers. The first such payment of such Stand-By Fees shall become due and payable on July 2, 2015 and the last payment thereof shall become due and payable on the last day of the Revolving Period whether or not such day coincides with the first Business Day of a fiscal quarter of the Borrowers.

9.1.3

Any arrears on the payment of the Stand-By Fees shall bear interest, computed daily, on the daily balance thereof, on a Cdn Prime Rate Basis from and including the date it becomes due up to but excluding the day of full payment thereof.

9.1.4

The Stand-By Fees are calculated on the basis of a 365 day year.

Fee and Commitment Letter Agreements

The Borrowers covenant and agree to pay to the Administrative Agent, for its exclusive benefit, the fees contemplated in the separate fee and commitment letter agreements entered into between the Administrative Agent and the Borrowers and dated June 5, 2015 in accordance with the terms and conditions of said letter agreements. The obligations of the Borrowers with respect to the payment of such fees shall form part of the Guaranteed Obligations.

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ARTICLE 10 MANNER OF PAYMENTS 10.1

Currency of Payments

All payments or repayments, as the case may be:

10.2

10.1.1

of principal under any of the Loans or any part thereof shall be made in the same currency in which such Loans are outstanding;

10.1.2

of interest, shall be made in the same currency as the outstanding principal amount to which it relates;

10.1.3

of the Stamping Fee and of the Stand-By Fees respectively referred to in Sections 5.4 and 9.1 shall be made in Canadian Dollars only;

10.1.4

of the LC Fees, shall be made in Canadian Dollars if the applicable LCs are denominated in Canadian Dollars or any other currency acceptable to the relevant LC Issuing Lender and in US Dollars if the applicable LCs are denominated in US Dollars ;

10.1.5

of the LC Fronting Fees, shall be made in Canadian Dollars if the applicable LCs are denominated in Canadian Dollars or any other currency acceptable to the relevant LC Issuing Lender and in US Dollars if the applicable LCs are denominated in US Dollars; and

10.1.6

of amounts referred to in article 19 and article 20, shall be made in the same currency as the losses and expenses to which they relate.

Imputation of Payments

Where the Borrower concerned makes a payment or repayment of the Loans, unless the Borrower concerned issues to the Administrative Agent a Repayment Notice, the Administrative Agent shall apply such payment or repayment:

10.3

10.2.1

first, in reduction of the Cdn Prime Rate Loans and/or the US Base Rate Loans; and then

10.2.2

in reduction of such of the Libor Loans, BA Liabilities and/or LC Liabilities as the Administrative Agent considers appropriate.

Compulsory Repayment of BA Liabilities, Libor Loans and/or LC Liabilities

Where the Borrower concerned is required to make a repayment, then, if the amount of the repayment required to be made is greater than the amount of the Cdn Prime Rate Loans and the US Base Rate Loans, then, subject to article 20 with respect to losses and expenses, the Borrower concerned shall repay such portion of the relevant Libor Loans, BA Liabilities and/or LC Liabilities prior to a Selected Maturity Date as shall permit the Borrower concerned to make MT DOCS 14602927v4

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such repayment, as set forth in Section 10.4 with respect to BA Liabilities or in Section 10.5 with respect to LC Liabilities. 10.4

Proceeds Resulting from Repayment of BA Liabilities

Where the Canadian Borrower repays any part of the BA Liabilities on any day other than the Selected Maturity Date of the BAs to which such BA Liabilities relate, with respect to the amount so repaid, the parties hereto do hereby acknowledge and agree: 10.4.1

that same no longer forms part of the patrimony or estate of the Canadian Borrower; and

10.4.2

that on the Selected Maturity Date of the BAs constituting such BA Liabilities, same shall be made available by the Administrative Agent to such Lender or Lenders in the same manner as for any other repayment of principal of their Loans and they shall be responsible for all payments to third parties under such BAs, the Canadian Borrower being entirely exonerated from such payment, but only for up to an amount equal to the amount repaid pursuant to this Section;

and the Canadian Borrower shall have no further liability in respect of each such BA and the Lender or Lenders that accepted such BAs shall be entitled to all of the benefits of the amounts so repaid by the Canadian Borrower in the same manner as any other payment of the principal amount of their Loans and they shall be responsible for all payments to third parties under such BAs, the Canadian Borrower being entirely exonerated from such payment, but only for up to an amount equal to the amount repaid pursuant to this Section. 10.5

Proceeds Resulting from Repayment of LC Liabilities

Where the Borrower concerned repays any part of the LC Liabilities on any day other than the Selected Maturity Date of the LC to which such LC Liabilities relate, with respect to the amount so repaid, the parties hereto do hereby acknowledge and agree: 10.5.1

that same no longer forms part of the patrimony or estate of the Borrower concerned;

10.5.2

that same shall be held by the Administrative Agent, with interest thereon at a fluctuating rate per annum equal to the interbank rate for overnight funds which is applicable to deposits with the Administrative Agent in the same currency as that in which such repayment is made in accordance with market practice, for the account and benefit of the Lenders;

10.5.3

upon the receipt by the Administrative Agent of a notice from a LC Issuing Lender under the provisions of Section 7.6 relating to a demand for payment made upon a LC Issuing Lender under the terms of any LC forming part of the LC Liabilities so repaid, the Administrative Agent shall make available to the relevant LC Issuing Lender, from the amounts, including any interest they so generated, so held by the Administrative Agent under the provisions of this

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Section 10.5, an amount sufficient to allow the relevant LC Issuing Lender to meet its obligations under such LC, the Borrower concerned being entirely exonerated from such payment, but only for up to an amount equal to the amount repaid under this Section; and 10.5.4

10.6

10.7

where no such demand for payment is made upon the relevant LC Issuing Lender under such LC at the relevant Selected Maturity Date, the Administrative Agent shall apply a portion of the amounts so held by it under the provisions of this Section 10.5 in the relevant Account or, when the Majority Lenders have exercised their rights under Section 18.1, the Administrative Agent shall use the amounts so held by the Administrative Agent under this Section 10.5 in conformity with the provisions of Section 18.2.

Payments of Loans to Administrative Agent Only 10.6.1

Notwithstanding any provisions in this Agreement to the contrary, all payments or repayments on the Loans and of fees and other amounts due and to become due hereunder with respect to the Loans (other than the Swingline Loans) and the Revolving Facility by the Borrowers must be effected by direct payments to the Administrative Agent at the Administrative Agent's Office only and payments of principal or interest on the Swingline Loans shall be effected directly to the applicable Swingline Lender. Each Borrower hereby authorizes the Administrative Agent and the Swingline Lenders to effect all necessary debits in the relevant Account to effect such payments. The receipt by the Administrative Agent of such amounts shall be deemed to constitute the receipt of such amounts by the Lenders.

10.6.2

Except as otherwise expressly provided herein upon receipt of any such payments or repayments, the Administrative Agent shall forthwith distribute to each of the Lenders, their respective Rateable Share under each Tranche of such payments and repayments. Where any such payment or repayment pertains to any of the BA Liabilities, the Rateable Share of any Lender under the Canadian Tranche with respect thereto shall, for all purposes hereof, be deemed to be the aggregate of the face amounts of the BAs of such Lender forming part of such BA Liabilities.

10.6.3

If for whatever reason any such payment or repayment is made directly to any Lender, such Lender shall promptly remit any amounts so received to the Administrative Agent at the Administrative Agent's Office for distribution.

Payment on Any Business Day

Whenever any payment or repayment falls due on a day which is not a Business Day, such payment or repayment shall be made on the next following Business Day. Furthermore, any amount received after 3:00 p.m. (Montréal time), or, in the case of a payment made in Euros, after 2:00 p.m. (Montreal time), on any Business Day shall be applied to the appropriate payment or repayment which was required to be made on such Business Day, on the next following MT DOCS 14602927v4

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Business Day. Any payment or repayment must be made in same-day funds. Until the amount of the payment or repayment is received in same-day funds, interest shall continue to accrue as provided in this Agreement on the amount of such payment or repayment. 10.8

Netting

Where on the date that any Advance is required to be made to a Borrower, such Borrower is required to make or voluntarily makes any payment or repayment of any of the Loans and such payment or repayment is denominated in the same currency as that of the requested Advance, the Administrative Agent shall be entitled to net amounts payable by such Borrower to the Administrative Agent for the account of any Lender against amounts that such Lender is requested to pay to the Administrative Agent in such currency for the purpose of effecting its Rateable Share of such Advance. 10.9

Payment at Respective Branches of Account of the Lenders

All payments required to be made by the Administrative Agent to any of the Lenders or any LC Issuing Lender, as the case may be, shall be made at such office or branch of such Lender or relevant LC Issuing Lender as such Lender or LC Issuing Lender may specify from time to time, in same day funds. 10.10 Administrative Agent May Presume that Payments shall be Made by the Borrowers 10.10.1

Unless the Administrative Agent shall have received a written notice from the a Borrower by 5:00 p.m. (Montréal time) on the Business Day prior to the due date of any payment or repayment, or is otherwise informed prior to making any amount available to any Lender as contemplated in this Section 10.10, that no Borrower shall make such payment or repayment, the Administrative Agent may assume that the Borrower concerned shall make such payment or repayment on the due date thereof in accordance with the applicable provisions of this Agreement, and the Administrative Agent may, in reliance upon such assumption, make available to each Lender on such date, the Rateable Share of such Lender of such payment or repayment.

10.10.2

If the Borrower concerned does not make such payment or repayment and the Administrative Agent does make available to such Lender its Rateable Share under the applicable Tranche of such payment or repayment, the indebtedness under this Agreement of the Borrowers, with respect to any amount so made available by the Administrative Agent, shall not be novated and each Borrower shall thereupon be and become liable to the Administrative Agent for the immediate payment of the amount so made available by the Administrative Agent to such Lender, together with interest thereon for each day from and including the date the Administrative Agent shall have so made available such amount to such Lender at the rate that such amount would have borne under the terms of this Agreement had the Administrative Agent not so made it available, computed and payable in the manner herein contemplated, the whole without any notice or demand on the part of the Administrative Agent. A certificate of the Administrative Agent submitted to the Borrowers

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with respect to any amount owing under this Section shall be prima facie evidence thereof, absent manifest error. 10.10.3

If such amount is so made available to such Lender, such payment to the Administrative Agent by any Borrower shall constitute the Borrowers' payment or repayment of the share of such Lender of the relevant payment or repayment on the date any Borrower pays same to the Administrative Agent, for all purposes of this Agreement. If such amount is not so paid to the Administrative Agent by any Borrower, then the Administrative Agent shall notify such Lender of such failure and, without in any way affecting or otherwise diminishing the obligation of the Borrowers to pay such amount to the Administrative Agent immediately, as herein contemplated, on the first (1st) Business Day following the due date of such payment or repayment, such Lender shall pay to the Administrative Agent the amount made available to it by the Administrative Agent together with interest thereon for each day that such Lender had the use of such amount at a rate per annum equal to the rate payable by the Borrowers on such amount under the terms hereof computed daily, compounded monthly on the first day of each calendar month and payable upon the demand of the Administrative Agent. ARTICLE 11 GUARANTEE

11.1

Guarantee

In respect of the performance by the Borrowers and each of the other Borrower Parties of all of their respective obligations under (a) the Operative Documents and (b) Bank Products provided by a Bank Product Provider, including, without limitation (i) the obligation of the Borrowers to repay the Loans in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories upon the terms and conditions provided for hereunder and (ii) the obligations and liabilities of any Borrower Party under ISDA Contracts (other than Excluded Swap Obligations) to an ISDA Provider (all such obligations are collectively referred to herein as the "Guaranteed Obligations"): 11.1.1

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in regard to any Borrower Party on the Amendment and Restatement Date, prior to or concurrently with the Amendment and Restatement Date: 11.1.1.1

each Borrower shall Guarantee the Guaranteed Obligations of all other Borrower Parties, the whole pursuant to documents and agreements in form and substance satisfactory to the Administrative Agent, acting reasonably; and

11.1.1.2

each Borrower shall cause each such Borrower Party (i) to solidarily Guarantee the Guaranteed Obligations and (ii) to subordinate and postpone any indebtedness of any other Borrower Party to it to the prior payment in full of the Guaranteed Obligations, the whole pursuant to documents and agreements in

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 34

form and substance satisfactory to the Administrative Agent, acting reasonably, provided that any payment or prepayment on account of the indebtedness so subordinated (whether or not the amount to be paid or prepaid is then due), may be made on condition that at the time of such payment or prepayment, no Default or Event of Default exists or would result therefrom. 11.2

Guarantees from the Borrower Parties 11.2.1

Where, at any time either: 11.2.1.1

the aggregate non-consolidated EBITDA of the Borrower Parties for the four (4) most recently completed fiscal quarters of the Canadian Borrower represents less than 75% of the consolidated EBITDA of the Canadian Borrower for the same period; or

11.2.1.2

the aggregate non-consolidated revenues of the Borrower Parties for the four (4) most recently completed fiscal quarters of the Canadian Borrower represent less than 75% of the consolidated revenues of the Canadian Borrower; or

11.2.1.3

the aggregate non-consolidated value of the Business Assets of the Borrower Parties at the end of the then most recently completed fiscal quarter of the Canadian Borrower represents less than 75% of the consolidated value of the Business Assets of the Canadian Borrower;

then, (i) the Canadian Borrower shall notify the Administrative Agent in writing of its intention to designate within thirty (30) days of such notice one or more wholly-owned Subsidiaries to become Borrower Parties and have such wholly-owned Subsidiaries enter into a Guarantee within such thirty (30) days or (ii) the Administrative Agent may, including following receipt of a Compliance Certificate or Acquisition Certificate, request in writing that the Canadian Borrower designate within thirty (30) days of such request one or more wholly-owned Subsidiaries to become Borrower Parties and have such wholly-owned Subsidiaries enter into a Guarantee within such thirty (30) days such that, in either case, each of the above-mentioned thresholds shall be met thereafter. Without limiting the foregoing, the Canadian Borrower shall have the option to designate, at any time during the Revolving Period, one or more whollyowned Subsidiaries to become Borrower Parties even if prior to such designation, the abovementioned thresholds are met. For this purpose, the calculations of the thresholds set out in subparagraphs 11.2.1.1, 11.2.1.2 and 11.2.1.3 pursuant to any Acquisition Certificate shall be made on a pro forma basis as if such Acquisition had occurred on the first day of the relevant period of calculation. 11.2.2

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Where, any time, any wholly-owned Subsidiary of the Borrower meets any of the thresholds set out in paragraph (y) of the definition of "Borrower Parties", then (i) the Canadian Borrower shall notify the Administrative Agent in writing or (ii) the Administrative Agent may, including following receipt of a

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 35

Compliance Certificate or Acquisition Certificate, notify the Canadian Borrower in writing, and, in either case, the Canadian Borrower shall, within thirty (30) days from such notification, have such Subsidiaries enter into a Guarantee. For this purpose, the calculation of the thresholds set out in paragraph (y) of the definition of "Borrower Parties" pursuant to any Acquisition Certificate shall be made on a pro forma basis as if such Acquisition had occurred on the first day of the relevant period of calculation. 11.3

Accessory Documents with respect to Future Borrower Parties

In connection and concurrently with any Person becoming a Borrower Party, each of the Borrowers covenants to deliver or cause to be delivered to the Administrative Agent, in form and substance reasonably satisfactory to it:

11.4

11.3.1

with respect to each such Borrower Party, the documentation referred to in subsection 12.1.1;

11.3.2

with respect to each such Borrower Party, releases, discharges and mainlevées, or, as the case may be, irrevocable undertakings, in form and substance satisfactory to the Administrative Agent, acting reasonably, to grant releases, discharges and mainlevées with respect to all Liens, other than Permitted Liens, affecting such Borrower Party or its Business Assets, duly executed by all relevant Persons;

11.3.3

with respect to each such Borrower Party, a certificate as to matters of fact dated as of the date on which such Person became a Borrower Party, duly executed by two (2) Responsible Officers of the Canadian Borrower or of such Borrower Party if the officers of the Canadian Borrower are not officers of such Borrower Party or by any other person acceptable to the Administrative Agent, addressing any question of fact in connection with the Guarantee granted by such Borrower Party as the Administrative Agent may reasonably require; and

11.3.4

the legal opinions of such of the Companies' Counsel and/or the Lenders' Counsel as the Administrative Agent may request, acting reasonably, addressed to the Administrative Agent, the Finance Parties and Lenders' Counsel, dated as of the date on which such Person became a Borrower Party. Such opinions shall cover such matters incident to the Guarantee granted by such Borrower Party as the Administrative Agent may reasonably require.

Assignment

Concurrently with any Assignment pursuant to subsection 23.5, each of the Borrowers shall, and shall cause the Borrower Parties at or prior to such date to, execute and deliver all such documents, instruments, deeds, contracts or other agreements as the Administrative Agent shall consider necessary, acting reasonably, and carry out such other acts as the Administrative Agent, acting reasonably, shall consider necessary, the whole so as to (i) ensure that any such Assignee shall benefit from the Guarantee Documents granted by the Borrower Parties, to the same extent MT DOCS 14602927v4

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as the other Lenders, (ii) preserve all the rights of the Lenders under such Guarantee Documents subsequent to such Assignment, and (iii) ensure that the Guarantee Documents adequately secure all Guaranteed Obligations as could be outstanding at any time and from time to time subsequent to such Assignment. ARTICLE 12 CONDITIONS PRECEDENT 12.1

Conditions Precedent to the Amendment and Restatement

Notwithstanding the execution of this Third Amended and Restated Credit Agreement by the parties hereto, the provisions hereof shall not come into force and the provisions of the Principal Credit Agreement shall continue to bind the parties hereto until such time as the Administrative Agent shall have issued a notice in writing to the Borrowers declaring that each of the following conditions precedent (the "Conditions Precedent to the Amendment and Restatement") shall have been met to the written satisfaction of all the Lenders or, as the case may be, waived by all the Lenders (the date indicated in such notice shall be referred to as the "Amendment and Restatement Date"): CORPORATE MATTERS 12.1.1

the Administrative Agent shall have received: 12.1.1.1

true and complete copies of the constitutive documents, charter and by-laws or other organizational documents of each Borrower Party;

12.1.1.2

true and complete copies of the resolutions of the relevant governing body (including, where appropriate, shareholders), authorizing or ratifying the execution and delivery of, and the performance of each Borrower Party of its obligations under this Agreement and the other Operative Documents to which it is a party and stating the offices of the Responsible Officers or other Persons who are authorized to sign such documents;

12.1.1.3

a certificate stating the name, office and the true signature of each Responsible Officer or other representative of each Borrower Party signing this Agreement and the other Operative Documents;

12.1.1.4

in respect of each Borrower Party, a certificate of good standing (including a certificat d'attestation) issued by the appropriate authorities in its jurisdiction of incorporation or organization and, if applicable, in the jurisdiction of its chief executive office;

DUE DILIGENCE 12.1.2

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satisfactory review of the 5-year financial projections of the Canadian Borrower;

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 37

12.1.3

receipt by the Lenders of AML Legislation documentation;

12.1.4

since December 31, 2014, no event has occurred, or failed to occur, which has or could be reasonably expected to have a Material Adverse Effect;

12.1.5

receipt by the Administrative Agent of a corporate chart of the Canadian Borrower and its Subsidiaries;

MATTERS RELATING TO SECURITY 12.1.6

the Administrative Agent shall have received all Guarantee Documents duly executed by all Borrower Parties;

12.1.7

the Administrative Agent shall have received prior to the Amendment and Restatement Date, releases, discharges and mainlevées, or, as the case may, irrevocable undertakings to grant releases, discharges and mainlevées, in form and substance satisfactory to the Administrative Agent, with respect to all Liens, other than Permitted Liens, affecting any of the Borrower Parties, their Business Assets duly executed by all required Persons;

FEES, EXPENSES AND COSTS 12.1.8

the Administrative Agent and the Lenders shall have received all fees which any of them is entitled to receive on or prior to the Amendment and Restatement Date under any agreement with the Borrowers, including without limitation under the agency fee and commitment letter agreements referred to in Section 9.2;

OPINIONS 12.1.9

the Administrative Agent shall have received the legal opinion of the Borrower Parties' Counsel, dated the Amendment and Restatement Date, addressed to the Finance Parties and Lenders' Counsel, including, without limitation, in connection with the Operative Documents, and in form and substance satisfactory to the Administrative Agent, acting reasonably;

12.1.10

the Administrative Agent shall have received the satisfactory opinion of Lenders' Counsel addressed to the Finance Parties covering such matters as the Administrative Agent may request, acting reasonably;

COMPLIANCE 12.1.11

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the representations and warranties made by the Borrower Parties under any of the Operative Documents are true and correct in all material respects as at the Amendment and Restatement Date and shall remain true and correct immediately following the Amendment and Restatement Date;

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 38

12.2

12.1.12

the Administrative Agent shall have received a certificate of officers attesting as to certain matters of fact dated the Amendment and Restatement Date and duly executed by two (2) Responsible Officers of the Borrowers;

12.1.13

the Administrative Agent shall have received a Compliance Certificate dated the Amendment and Restatement Date, which Compliance Certificate shall, inter alia, set forth calculations showing, on a pro forma basis after giving effect to the Samson Acquisition, and the financing under this Agreement, a ratio of Funded Debt to EBITDA not exceeding 3.75:1.00, the whole on the basis of financial information as at March 31, 2015; and;

12.1.14

no Default or Event of Default shall have occurred and be continuing.

Subsequent Advances under the Revolving Facility

Subject to and upon compliance with all of the relevant terms and conditions of this Agreement, at any time and from time to time during the Revolving Period, the Borrowers can request an Advance under the relevant Tranche (other than the Swingline Facilities), only if on the requested Borrowing Date: 12.2.1

the Administrative Agent and, in the case where an LC is requested to be issued, the relevant LC Issuing Lender, shall have received the Draw Request, in each case, within the delays herein provided;

12.2.2

since the delivery of the last Compliance Certificate, no event has occurred, or failed to occur, which has or could be reasonably expected to have a Material Adverse Effect;

12.2.3

the representations and warranties made by the Borrower Parties under the Operative Documents shall be true and correct as of the date of such requested Advance and shall remain true and correct immediately following the making of such Advance, except to the extent that such representation and warranty expressly relates to an earlier date (in which event such representation and warranty shall be true and correct as of such earlier date);

12.2.4

the Administrative Agent shall have determined that the amount of the requested Advance is not greater than the applicable Available Revolving Facility;

12.2.5

by 11:00 a.m. (Montréal time) on such Borrowing Date, the LC Issuing Lender concerned shall have received a confirmation from the Administrative Agent that the Advance requested to be made by the issuance of any LC requested to be issued may be made at such time under the terms of this Section 12.2; and

12.2.6

no Default or Event of Default shall have occurred and be continuing, or shall result from such Advance.

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12.3

Subsequent Advances under the Swingline Facilities

Subject to and upon compliance with all of the relevant terms and conditions of this Agreement, at any time and from time to time during the Revolving Period prior to a Swingline Facility being terminated, a Borrower can request an Advance under such Swingline Facility, only if on the requested Borrowing Date: 12.3.1

the relevant Swingline Lender shall have determined that the amount of the requested Advance is not greater than the applicable Available Swingline Facility;

12.3.2

since the delivery of the last Compliance Certificate, no event has occurred, or failed to occur, which has or could be reasonably expected to have a Material Adverse Effect;

12.3.3

the representations and warranties made by the Borrower Parties under the Operative Documents shall be true and correct as of the date of such requested Advance and shall remain true and correct immediately following the making of such Advance; and

12.3.4

no Default or Event of Default shall have occurred and be continuing, or shall result from such Advance. ARTICLE 13 REPRESENTATIONS AND WARRANTIES

To induce the Lenders to make the Revolving Facility available to the Borrowers, each Borrower represents and warrants to and in favour of the Lenders as follows: 13.1

Existence and Good Standing

Each Borrower Party is a corporation, general or limited partnership or other legal Person duly and validly incorporated or formed, organized and existing under the Laws of its jurisdiction of incorporation or formation and has the legal capacity and right to own its Business Assets, and to carry on its business in each jurisdiction in which its Business Assets are located or it carries on business. 13.2

Authority

Each Borrower Party has the legal capacity and right to enter into the Operative Documents to which it is a party, and do all acts and things and execute and deliver all agreements, documents and instruments as are required thereunder to be done, observed or performed by it in accordance with the terms and conditions thereof.

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13.3

Due Authorization

Each Borrower Party has taken all necessary action to authorize the execution and delivery of each Operative Document to which it is a party, the creation and performance of its obligations thereunder, as well as the consummation of the transactions contemplated in the Operative Documents. 13.4

Due Execution

Each Borrower Party has duly executed and delivered each Operative Document to which it is a party. 13.5

Validity of Documents – Non-Conflict

None of the authorization, execution or delivery by a Borrower Party of the Operative Documents to which such Borrower Party is a party, nor the performance by such Borrower Party of such Operative Documents, nor the consummation of any of the transactions contemplated in such Operative Documents:

13.6

13.5.1

requires any Authorization to be obtained or Registration to be made (except such as have already been obtained or made and are now in full force and effect and those not yet required);

13.5.2

conflicts with, contravenes or gives rise to any default under (i) any of the articles, or other formation documents, or by-laws or resolutions of the directors, shareholders or other governing body of such Borrower Party, (ii) the provisions of any Material Contract, indenture, instrument, agreement or undertaking to which such Borrower Party is a party or by which such Borrower Party is or may become bound or (iii) any Applicable Law;

13.5.3

has resulted or shall result in the creation or imposition of any Lien (other than a Permitted Lien) upon the Business Assets of such Borrower Party.

Enforceability

Each Operative Document constitutes a valid and legally binding obligation enforceable against it in accordance with its terms, subject only to Laws relating to bankruptcy, insolvency, windingup, dissolution, administration, reorganization, arrangement or other statutes or judicial decisions affecting the enforcement of creditors' rights in general and to general principles of equity under which specific performance and injunctive relief may be refused by a court in its discretion. 13.7

Absence of Litigation

As at the Amendment and Restatement Date, there is no existing, pending, or, to the Borrowers' knowledge, threatened litigation against any Borrower Party and, at all times thereafter, there is no existing, pending or, to the Borrowers' knowledge, threatened litigation against any Borrower Party which, if adversely determined (i) would have a Material Adverse Effect, or (ii) could reasonably be expected to result in a judgement or order ordering any Borrower Party to pay more than Cdn$2,500,000 (or the Equivalent thereof in any other currency) or judgements or MT DOCS 14602927v4

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orders ordering any Borrower Party to pay more than Cdn$2,500,000 (or the Equivalent thereof in any other currency) in the aggregate. To the Borrowers' knowledge, no event has occurred, and no state or condition exists, which could reasonably be expected to give rise to any such litigation and there is no judgement or order outstanding against any Borrower Party which could reasonably be expected to have a Material Adverse Effect. 13.8

Financial Statements

Each Financial Statement previously delivered (at the time this representation is made or is deemed to be made) to the Lenders or the Administrative Agent pursuant to or in connection with this Agreement has been prepared in accordance with GAAP (subject to year-end audit adjustments, where applicable) and fairly and accurately presents the financial information and the financial condition and results of operations of the Borrowers contained therein as at their respective preparation dates. 13.9

Accuracy of Information

No information furnished by any Borrower Party to the Lenders or the Administrative Agent in connection with any of the Operative Documents contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made and as of the date made. No undisclosed fact is currently known to any Borrower Party which has or could be expected to have a Material Adverse Effect which has not been specifically disclosed in writing to the Finance Parties. 13.10 Accuracy of Forecasts Each financial forecast, estimate and projection with respect to any Borrower Party prepared by any Borrower Party and furnished to the Finance Parties was based upon assumptions that were reasonable as of the date of preparation. 13.11 No Material Adverse Effect Since December 31, 2014, there has been no change which could be expected to have a Material Adverse Effect. 13.12 Compliance with Laws To the best of the knowledge of the Borrowers, each Borrower Party is in compliance in all respects with all Applicable Laws, save for non-compliance which could not reasonably be expected to have a Material Adverse Effect. 13.13 ERISA 13.13.1

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No Borrower Party has breached the fiduciary rules of ERISA or engaged in any non-exempt prohibited transaction in connection with which such Borrower Party would be subjected to (in the case of any such breach) a suit for damages or (in the case of any such non-exempt prohibited transaction) either a civil penalty assessed under Section 502(i) of ERISA or a tax imposed

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 42

by Section 4975 of the Code that, in any case, could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. 13.13.2

No Borrower Party has ever established, maintains, has ever made contributions to, or has liabilities with respect to, any Plan (other than defined contribution plans) that, in any case could reasonably be expected to have a Material Adverse Effect.

13.13.3

No Plan or any trust created under any such Plan has been terminated by any Related Person since September 2, 1974 under circumstances that resulted, or could in the circumstances reasonably be expected to result, in liability to any Plan, the PBGC, or a trustee appointed pursuant to Section 4042 of ERISA, which liability remains unsatisfied and could reasonably be expected to result in a Material Adverse Effect. Other than for premiums payable in the normal course that are not past due and for liabilities that have been satisfied, no liability to the PBGC has been incurred or is reasonably expected by any Related Person to be incurred which could reasonably be expected to have a Material Adverse Effect.

13.13.4

Full timely payment has been made of all amounts, if any, which any Borrower Party or any other Related Person is required under Applicable Law, the terms of each Plan, or any collective bargaining agreement to have paid as contributions to such Plan, except where the failure to make any such payment has not or could not reasonably be expected to have a Material Adverse Effect, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code) which could reasonably be expected to have a Material Adverse Effect, whether or not waived, exists or is reasonably expected to exist with respect to any Plan.

13.14 Pension Plans Each Pension Plan is in substantial compliance in all material respects with all applicable pension benefits and Tax Laws. As of the date of the last completed actuarial evaluation and except as disclosed in the financial statements of the Canadian Borrower for the fiscal year ending December 31, 2014, no Pension Plan had any unfunded liability, determined in accordance with all Applicable Laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in the relevant jurisdiction in connection with an on-going Pension Plan, save and except for any unfunded liability being funded or amortized in accordance with Applicable Laws. Except as disclosed in the financial statements of the Canadian Borrower for the fiscal year ending December 31, 2014, all contributions, including any special payments to amortize any unfunded liability, required to have been made in accordance with all Applicable Laws and the terms of each Pension Plan have been made. All actuarial evaluations have been made and filed with the appropriate Governmental Authority in accordance with all Applicable Laws and the terms of each relevant Pension Plan. No event has occurred and no condition exists with respect to any Pension Plan that has resulted or is reasonably likely to result in any Pension Plan being ordered or required to be wound up in whole pursuant to any pension benefits Applicable Law or having its registration revoked or refused for the purposes of any applicable pension benefits or Tax MT DOCS 14602927v4

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Laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any Taxes or penalties under any applicable pension benefits or Tax Laws except, in each case, as would not have a Material Adverse Effect. No event has occurred and no condition exists that has resulted, or could reasonably be expected to result, in any Borrower Party being required to pay, repay or refund any amount (other than contributions required to be made or benefits or expenses required to be paid in the ordinary course) to or on account of any Pension Plan or a current or former member thereof where such requirement to pay, repay or refund could have a Material Adverse Effect. No event has occurred and no condition exists that has resulted, or could reasonably be expected to result, in a payment being made out of a guarantee fund established under any applicable pension benefits Laws in respect of a Pension Plan. 13.15 No Default No Default or Event of Default has occurred which has not been disclosed to the Finance Parties and either remedied (or otherwise ceased to be continuing) or expressly waived by the Lenders in writing. 13.16 Business Assets Each Borrower Party is the sole legal and beneficial owner of its Business Assets, free and clear of all Liens (other than the Permitted Liens). 13.17 Intellectual Property Each Borrower Party owns, possesses, or is the beneficiary of licences on or otherwise has the right to own all patents, trademarks, service marks, trade names and copyrights, technology, know-how and processes, and all rights with respect to the foregoing that are necessary for the operation of its business as presently conducted and as currently proposed to be conducted without any known material conflict with the rights of others, except those the failure to own or possess (or be licensed or otherwise have the right to use) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Operative Documents shall not alter or impair in any material respect any such rights. To the knowledge of each Borrower Party, none of the products of the Borrower Parties infringes any patent, trademark, service mark, trade name, copyright, license or other right owned by any other Person in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; no litigation is pending or (to the knowledge of each Borrower Party) threatened against any Borrower Party or affecting any Borrower Party, contesting its right to sell or use any product or material which litigation could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of each Borrower Party, there is no violation by any Person of any of its rights with respect to any patent, trademark, trade name or service mark and copyright owned by any Borrower Party or used by any Borrower Party or used in connection with the assets of any Borrower Party in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule "L" contains a complete list of registered patents and trademarks, which, as at the Amendment and Restatement Date, are owned by the Borrower Parties, or with respect to which

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the Borrower Parties are the beneficiaries of licences or otherwise have the right to use such patents and trademarks. 13.18 Subsidiaries 13.18.1

As of the Amendment and Restatement Date: 13.18.1.1 the only Subsidiaries of the Canadian Borrower, the owners, beneficially and of record, of the issued Capital Stock of each Borrower Party (other than the Canadian Borrower), the percentage of Capital Stock held by each such owner, beneficially or of record, are as indicated in Schedule "M". Moreover, Schedule "M" also identifies each Borrower Party as being a "Borrower Party" and includes a corporate chart of the Canadian Borrower, its shareholders and its Subsidiaries; and 13.18.1.2 no option or right to acquire any Capital Stock in any member of any Borrower Party shall have been granted to any Person other than (i) in accordance with the provisions of the Natcan Acquisition Documents, (ii) in accordance with the GMPIM Limited Partnership Agreement as payment for the GMPIM Put Option Payments, (iii) under long-term incentive employee stock option or participation programs (including PSU Plans) in accordance with the provisions thereof, and (iv) rights in "holdback shares" intended for conversion into Capital Stock, such rights in "hold-back shares" having been granted to vendors under Permitted Acquisitions in consideration therefor, including, without limitation under the Bel Air Acquisition and the Samson Acquisition.

13.19 Taxes Each Borrower Party has: 13.19.1

delivered or caused to be delivered, as and when required, all income, sales, goods and services and other returns for Taxes to the appropriate Governmental Authorities;

13.19.2

paid and discharged all Taxes payable by it when due except with respect to any such Tax which is being contested in good faith by appropriate proceedings and which is not required, by Applicable Law, to be paid prior to such contestation and for which appropriate reserves have been provided in its books for which such Borrower Party has paid to the appropriate Governmental Authorities the full amount of such Taxes, pending the resolution of such contestation and notwithstanding the provisions of Section 225.1(7) of the Income Tax Act (Canada), any equivalent provision of provincial legislation or any other Applicable Law and as to which neither any

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Lien (other than a Permitted Lien) has attached nor any foreclosure, distraint, seizure, attachment, sale or similar proceedings shall have been commenced; 13.19.3

made provision for appropriate reserves in respect of any Taxes in accordance with GAAP;

13.19.4

withheld and collected all Taxes required to be withheld and collected by it and remitted as and when required such Taxes to the appropriate Governmental Authority;

and the charges, accruals and reserves on its books in respect of Taxes are adequate, in its judgement. 13.20 Insurance Each Borrower Party insures its Business Assets and maintains business interruption insurance and civil liability insurance, in each case for such coverage as a prudent administrator would obtain or do in the case of similar property, assets and business. 13.21 Environment With respect to environmental matters: 13.21.1

to the best of the knowledge of the Borrowers, each Borrower Party is in compliance with all Environmental Laws;

13.21.2

there are no existing, pending or, to the knowledge of the Borrowers threatened: 13.21.2.1 claims, complaints, notices or requests for information received by any Borrower Party with respect to any alleged liability of any Borrower Party under any Environmental Law, or 13.21.2.2 orders from any Governmental Authority requests issued under any Environmental Law against any Borrower;

with the exception of any matter or matters that could not reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. 13.22 Employee Relations There exists no collective bargaining agreement applicable to any employees of any Borrower Party, and the provisions of this Section 13.22 shall apply at any time when one or more collective bargaining agreements applicable to the employees of any Borrower Party are in existence. Each of the collective bargaining agreements with respect to employees of any Borrower Party is in force and in good order or, if it has expired, the renewal thereof is being negotiated except where the failure of such collective bargaining agreements to be in force and in good order or to negotiate the renewal thereof, singly or in the aggregate, has not or could not reasonably be expected to have a Material Adverse Effect. There are no grievances filed or MT DOCS 14602927v4

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threatened with respect to any of the collective bargaining agreements which, if adversely determined, singly or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect. There are no strikes, slowdowns, lock-outs or stoppages against any Borrower Party or its employees, or any of them, and no strikes, slow downs, lock-outs or stoppages are pending or have been threatened against any Borrower Party or its employees, or any of them which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 13.23 Business Except for Luxco, the US Borrower and 8645230, the Borrower Parties' business is to provide investment and asset management services and to invest in Persons providing investment and asset management services as well as any activity ancillary thereto. Luxco's, the US Borrower's and 8645230's sole business or activity shall be to finance the Woco Acquisition, the Bel Air Acquisition and other Permitted Acquisitions, and in the case of the US Borrower, to finance the US investment and management services operations. 13.24 Material Contracts and Material Permits The Material Contracts and the Material Permits are in full force and effect, without termination or material amendment thereof and are enforceable in accordance with their terms and there has been no default or event, which with notice or lapse of time or both, would constitute a default thereunder. The Material Contracts and the Material Permits include all existing material agreements, contracts and licenses relating to, and required to carry on, the business described in Section 13.23. 13.25 Margin Stock Restrictions None of the Borrower Parties is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, of buying or carrying margin stock, and no part of the proceeds of any extension of credit hereunder shall be used to buy or carry any margin stock in violation of Regulations U and X issued by the Board of Governors of the Federal Reserve System of the United States. 13.26 Investment Company Act None of the Borrower Parties is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940 of the United States, as amended. 13.27 Public Utility Holding Company Act None of the Borrower Parties is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935 of the United States, as amended.

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13.28 Repetition of Representations and Warranties The representations and warranties made under this Agreement shall be deemed to be repeated by the Borrowers on each Borrowing Date by reference to the facts and circumstances then existing, except to the extent that such representation and warranty expressly relates to an earlier date (in which event such representation and warranty shall be deemed to be repeated as of such earlier date). 13.29 Nature of Representations and Warranties The representations and warranties made under this Agreement shall survive the execution and delivery of this Agreement any investigation by or in the name of any Finance Party and any Advance, conversion or rollover under the terms hereof, and the Lenders do not renounce to the benefit of such representations and warranties and shall be deemed to have relied on such representations and warranties in the making of each Advance, conversion and rollover. ARTICLE 14 GENERAL COVENANTS So long as any Loan or any other amount payable hereunder is outstanding and unpaid or the any Borrower shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the Administrative Agent shall otherwise consent in writing, each Borrower hereby covenants to act in accordance with the following: 14.1

Payment of Principal and Interest

Each Borrower Party shall pay, when due, all amounts owed hereunder and under the Operative Documents, in principal, interest, accessories and fees in accordance with the terms hereof or thereof and any other amount outstanding hereunder or thereunder. 14.2

Preservation of Existence, etc.

Each Borrower Party shall preserve and maintain its existence and preserve and maintain all Authorizations and Registrations necessary or required in the normal conduct of its business and qualify and remain qualified and authorized to do business in each jurisdiction in which it carries on business or owns or leases Business Assets, except where the failure to be qualified and authorized could not reasonably be expected to have a Material Adverse Effect. 14.3

Preservation of Authorizations

Each Borrower Party shall maintain, and take all actions necessary to maintain, in full force and effect the action taken by it to authorize the execution, delivery and performance in accordance with their respective terms of each of the Operative Documents and the Material Contracts, in each case, to which it is a party, and the consummation of the transactions contemplated by each one thereof.

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14.4

Use of Advances

The Borrowers shall use the Advances under the Revolving Facility exclusively for the purposes set out in Section 2.2. 14.5

Obtain Authorizations

Each Borrower Party shall obtain and maintain any Authorization of or from any Governmental Authority which may be or become necessary or required in order that it may fulfil its obligations under each of the Operative Documents and the Material Contracts, in each case, to which it is a party. 14.6

Business, Compliance with Applicable Law

The Borrowers shall only engage in the business referred to in Section 13.23. Each Borrower Party shall carry on and conduct its business in a proper and efficient manner so as to preserve and protect the earnings, incomes and profits therefrom and shall comply with all requirements of Applicable Law, including, Environmental Laws, except where such non-compliance could not be reasonably expected to have a Material Adverse Effect. Moreover, each Borrower Party shall comply with the terms and conditions of all Authorizations and reporting requirements necessary or required in the normal conduct of its business and, in the case of the Canadian Borrower, as a publicly listed entity. 14.7

Keeping of Records

Each Borrower Party shall keep or cause to be kept, proper records and books of account in accordance with the Law, and make or cause to be made therein, true and faithful entries of all dealings and transactions in relation to its business, all in accordance with GAAP applied on a consistent basis. 14.8

Insurance

Each Borrower Party shall maintain insurance upon all its Business Assets against all such liabilities and risks contemplated in a global coverage standard fire insurance policy and in order to insure against extra expenses, and shall maintain all other insurance deemed necessary by the Borrowers to protect it and as is customary for companies carrying on businesses similar to that being carried on by it and owning the same types of assets, and, if applicable, as may be required by Applicable Law, or as otherwise may be reasonably requested by the Administrative Agent. All such insurances contemplated hereinabove shall be maintained with financially sound, independent and reputable insurers and shall be contracted for amounts and subject to deductibles as the Borrowers may determine in good faith as being reasonable and appropriate under the circumstances. Each Borrower Party shall duly and punctually pay or cause to be paid the premiums and other sums of money payable in connection with such insurance.

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14.9

Payment of Taxes and Claims

Each Borrower Party shall pay and discharge all Taxes imposed upon it or upon its income, capital or profits or upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for rents, labour, materials and supplies which, if unpaid, might become a Lien upon any of its properties provided, however, that, no such Tax need be paid which is being contested in good faith by appropriate proceedings and for which appropriate reserves shall have been set aside on the appropriate books, but only so long as such Tax does not become a Lien, other than a Permitted Lien, and no foreclosure, distraint, seizure, attachment, sale or similar proceedings shall have been commenced. 14.10 Environment In the event a Governmental Authority has issued an order against a Borrower Party, including, without limitation, any staying order, decontamination order, characterization order, rehabilitation order, preventive order, direction or action request issued pursuant to any Environmental Law with respect to any presence or Release of Hazardous Materials, at, on, from or under any of the Business Assets of any Borrower Party, any Subsidiary of any thereof and failure to abide by such order could reasonably be expected to have a Material Adverse Effect in respect of such Borrower Party, each Borrower covenants to provide the Administrative Agent and the Lenders, at the expense of such Borrower, and upon written request from the Administrative Agent, with respect to such of the Business Assets of any Borrower Party or any Subsidiary of any thereof specified in such request with an environmental site assessment or environmental audit report prepared by an environmental consultant of recognized standing chosen by the Borrowers, but reasonably acceptable to the Administrative Agent, to assess the likelihood of the presence or absence of any Hazardous Material in violation of Environmental Laws or exceeding standards established by a Governmental Authority and the potential clean-up costs. In the event the Borrowers shall fail to so appoint an environmental consultant acceptable to the Administrative Agent, then the Administrative Agent shall be entitled to retain, at the Borrowers' expense, an environmental consultant of its choice to prepare such environmental site assessment or environmental audit report provided that the extent of such environmental site assessment or environmental audit report shall be reasonable having due regard to the motives invoked by the Administrative Agent. 14.11 Visits and Inspections Upon reasonable notice, each Borrower Party shall permit representatives of any Finance Party to visit and inspect its properties during normal business hours, inspect and make extracts from and copies of its books and records and discuss with its principal officers its business, assets, liabilities, financial position, results of operations and business prospects. 14.12 Payment of Legal and Other Fees and Disbursements Each Borrower covenants to pay upon demand all duly documented and reasonable legal, notarial, consulting and professional fees and disbursements or any out of pocket costs and expenses incurred from time to time by the Finance Parties or any one thereof, in connection with:

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14.12.1

the negotiation, preparation and delivery of this Agreement, the other Operative Documents as well as any amendment to be made to any of the foregoing at any time and from time to time;

14.12.2

any Registrations made in connection with the Operative Documents;

14.12.3

any advice sought by the Finance Parties or any one thereof on the construction of this Agreement, any of the other Operative Documents or in anticipation of the exercise of or for the purpose of determining whether or not to exercise any or all of their rights and recourses under the Operative Documents; and

14.12.4

any recovery of any sums due pursuant to the Operative Documents or in order to insure compliance with the provisions of the Operative Documents;

provided, however, that, the obligations of the Borrowers under this Section as they relate to legal fees and disbursements, shall be limited only to the legal fees and disbursements charged or to be charged by Lenders' Counsel (or foreign counsel retained by Lenders' Counsel). 14.13 Transactions with Affiliates Each Borrower Party shall cause all agreements or transactions to be entered into from time to time, as between such Borrower Party and any one or more of its Affiliates or Subsidiaries to be negotiated and concluded on an arm's length basis for fair market value on commercially reasonable market terms prevailing from time to time in the industry. 14.14 Maintenance of Properties Each Borrower Party shall maintain, preserve, protect and keep its properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary repairs, renewals and replacements so that the business carried on by it may be properly conducted in all material respects at all times, unless such Borrower Party determines in good faith that the continued maintenance of such property is no longer economically desirable, necessary or useful to the business of such Borrower Party or the disposition of such property is otherwise permitted hereunder. 14.15 Anti-Money Laundering Legislation 14.15.1

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Since, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the USA Patriot Act (Title III of Pub. 107-56) and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" laws (collectively, including any guidelines or orders thereunder, "AML Legislation"), the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding any Borrower Party, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control, directly or indirectly, of 25% or more of the shares of any Borrower Party, and the transactions contemplated hereby, the Borrowers shall promptly provide all

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 51

such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or participant of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. 14.15.2

Notwithstanding the provisions of subsection 14.15.1, each of the Lenders agrees that the Administrative Agent has no obligation in connection with any information relating to the AML Legislation to ascertain the identity of any Borrower Party or any authorized signatories of any Borrower Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Borrower Party or any such authorized signatory in doing so. If Administrative Agent has ascertained the identity of any Borrower Party or any authorized signatories of any Borrower Party for the purposes of applicable AML Legislation, then the Administrative Agent shall be deemed to have done so as an agent for each Finance Party, and this Agreement shall constitute a "written agreement" in such regard between each Finance Party and the Administrative Agent within the meaning of applicable AML Legislation; and shall provide to each Finance Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

14.15.3

Each of the Borrower Parties has implemented and maintains in effect policies and procedures designed to ensure compliance by it, and its directors, officers, employees and agents, with AML Legislation in all material respects. Each Borrower Party shall comply in all material respects with the requirements of AML Legislation applicable to it.

14.16 Pension Plans Each Borrower Party shall maintain, administer, fund and invest all Pension Plans relating to its business in material compliance with all Applicable Law including any applicable pension and Tax Law. 14.17 ERISA Compliance With respect to any Plan, no Borrower Party shall: 14.17.1

engage in any non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) for which a civil penalty pursuant to Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code could be imposed;

14.17.2

incur any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, or permit any "unfunded liability";

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14.17.3

permit the occurrence of any Termination Event which could result in a liability to it or any other Borrower Party; or

14.17.4

fail to comply with the applicable provisions of ERISA and the Code with respect to any Plan which could result in liability to it or any Restricted Group Entity;

which, in the aggregate for all such penalties, taxes, deficiencies and liabilities, results in liabilities in excess of US$2,500,000 outstanding at any time in the aggregate for all Borrower Parties. ARTICLE 15 FINANCIAL AND INFORMATION COVENANTS So long as any Loan or any other amount payable hereunder is outstanding and unpaid or a Borrower shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless the Administrative Agent shall otherwise consent in writing, each Borrower covenants and agrees that: 15.1

Maintenance of Ratios

The Canadian Borrower shall maintain at all times: 15.1.1

on a consolidated basis, a ratio of Funded Debt to EBITDA for each Test Period of less than or equal to: 15.1.1.1

as of and from the Amendment and Restatement Date until and including June 30, 2016, 4.00:1.00; and

15.1.1.2

3.50:1.00 thereafter;

provided that if the aggregate consideration for Acquisitions exceeds Cdn$50,000,000 for the Test Period ending on the date the ratio of Funded Debt to EBITDA is calculated, the Canadian Borrower shall maintain for the four consecutive fiscal quarters following such calculation date a ratio of Funded Debt to EBITDA of less than or equal to 4.00:1.00 (the “Step-Up Ratio”); it being understood, for greater certainty, that the consideration for an Acquisition may only be calculated once in order to achieve the Step-Up Ratio; and 15.1.2

on a consolidated basis, an Interest Coverage Ratio for each Test Period of at least 3.50:1.00.

Where any of the foregoing is calculated in relation to any Test Period ending after any Permitted Acquisition, then with respect to the period of calculation preceding the relevant Acquisition, the Ratios shall be calculated on a pro forma basis using the audited historical financial information as if the relevant Acquisition (and any debt incurred in connection

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therewith) had taken place on the first day of the relevant Test Period of calculation. Conversely, when any of the foregoing Ratios is calculated in relation to any Test Period ending after any disposal, then, with respect to the Test Period of calculation both preceding and subsequent to the disposal, the financial Ratios shall be calculated on a pro forma basis using audited historical financial information as if the disposal had taken place on the first day of the relevant Test Period of calculation. 15.2

Quarterly Financial Statements and Information

Within forty-five (45) days after the end of each fiscal quarter (other than the fourth quarter) in each of the fiscal years of the Canadian Borrower, the Canadian Borrower shall furnish to the Administrative Agent one (1) electronic copy for the Administrative Agent of: 15.2.1

the unaudited consolidated and non-consolidated Financial Statements of the Canadian Borrower;

15.2.2

the unaudited non-consolidated Financial Statements of the US Borrower; and

15.2.3

a Compliance Certificate.

The unaudited non-consolidated Financial Statements of each Borrower Party other than the Borrowers shall be provided upon request of the Administrative Agent, if available. Where, under this Section 15.2, unaudited Financial Statements are required to be provided but audited Financial Statements are available, then the audited Financial Statements shall be provided. 15.3

Annual Financial Statements and Information

Within ninety (90) days after the end of each fiscal year of the Canadian Borrower, the Canadian Borrower shall furnish to the Administrative Agent one (1) electronic copy for the Administrative Agent of:

15.4

15.3.1

the audited consolidated and unaudited non-consolidated Financial Statements of the Canadian Borrower, as audited by a national firm of chartered professional accountants of recognized standing and accompanied by such auditors' report which must not contain any expression of any material concern as to whether or not such Financial Statements do present fairly the financial position of the Canadian Borrower as at the end of such fiscal year;

15.3.2

the unaudited non-consolidated Financial Statements of the US Borrower; and

15.3.3

a Compliance Certificate.

Financial Information prior to Completing any Permitted Acquisition

Within ten (10) Business Days after any Permitted Acquisition having an aggregate consideration exceeding Cdn$25,000,000 is publicly announced but in no event less than ten (10) Business Days before the consummation of such Permitted Acquisition, the Canadian Borrower shall furnish to the Administrative Agent:

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15.5

15.4.1

the most recent consolidated or non-consolidated, as the case may be, Financial Statements of the Person, the shares or the assets of which are being acquired, as audited, if available, by a national firm of chartered accountants acceptable to the Administrative Agent, acting reasonably, and accompanied by such auditors' report which must not contain any expression of any material concern as to whether or not such Financial Statements do present fairly the financial position of such Person as at the end of such fiscal year;

15.4.2

an Acquisition Certificate; and

15.4.3

any other information with respect to the Permitted Acquisition as the Administrative Agent may reasonably require.

Budget Information

No later than ninety (90) days after the beginning of each fiscal year of the Canadian Borrower, the Canadian Borrower shall furnish to the Administrative Agent one (1) electronic copy for the Administrative Agent of the budget of the Canadian Borrower on a consolidated basis and the forecasted statements of income, balance sheet and cash flows of the Canadian Borrower on a consolidated basis, as well as the business plan for such fiscal year, with all reasonable explanations and copies of the information and assumptions upon which such budget, forecasted statements and business plan are based. 15.6

Other Information

Promptly upon each request, the Borrowers shall furnish to the Administrative Agent, such data, certificates, reports, statements, documents or further information regarding the business, Business Assets, including without limitation, in the case of the Canadian Borrower, liabilities, financial position, results of operations or business prospects of any Borrower Party as the Administrative Agent may reasonably request, acting in accordance with the instructions of the Majority Lenders. Without limiting the foregoing, the Borrowers shall furnish to the Administrative Agent and any Lender, any certificates and documents that the Administrative Agent or such Lender may request in order to monitor the compliance of any Borrower Party with AML Legislation. 15.7

Notice of Litigation and Other Matters

The Borrowers shall furnish to the Administrative Agent prompt notice of the following events after the Borrowers have become aware thereof and has made a reasonable determination with respect thereto (which notice shall in any event be given within ten (10) Business Days after the Borrowers have become aware thereof): 15.7.1

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the commencement of any litigation against any Borrower Party, or (to the extent known to the Borrowers) in any other way relating adversely to such Borrower Party or any of its Business Assets which, if adversely determined, singly or when aggregated with all other such litigations, could have a Material Adverse Effect;

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15.7.2

claims, complaints, notices or requests for information received by the Borrowers with respect to any alleged material liability of the Borrowers under any Environmental Law;

15.7.3

any event or events which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

15.7.4

any Default or Event of Default. ARTICLE 16 NEGATIVE COVENANTS

So long as any Loan or any other amount payable hereunder is outstanding and unpaid or the Borrowers shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless the Administrative Agent shall otherwise consent in writing, each Borrower hereby covenants that: 16.1

Liens

No Borrower Party shall create, incur, assume or suffer to exist any Lien upon or in respect of any of its Business Assets, other than Permitted Liens. 16.2

Debt for Borrowed Money

No Borrower Party shall incur, create, assume or suffer to exist any Debt for Borrowed Money except for the following: 16.2.1

Debt for Borrowed Money under this Agreement and the other Operative Documents;

16.2.2

any Debt for Borrowed Money pursuant to a Derivative Instrument permitted under Section 16.3;

16.2.3

Other Unsecured Debt;

16.2.4

Debt for Borrowed Money under Purchase Money Obligations provided, however, that the aggregate principal amount of Purchase Money Obligations outstanding at any time does not exceed Cdn$4,000,000;

16.2.5

unsecured Debt for Borrowed Money owed to shareholders of the Canadian Borrower, provided, however, that, the aggregate principal amount of such Debt for Borrowed Money outstanding at any time does not exceed Cdn$3,000,000;

16.2.6

unsecured Debt for Borrowed Money owed by a Borrower Party to another Borrower Party; and

16.2.7

Guarantees for Debt for Borrowed Money permitted under Section 16.7.

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16.3

Derivative Instruments

No Borrower Party shall enter into, be a party to or Guarantee any Derivative Instrument other than solely for non-speculative purposes. 16.4

Change in Charter, Amalgamation

No Borrower Party shall amend or change its constitutive documents, charters, by-laws or jurisdiction of incorporation (to the extent that such amendment or change would have an adverse effect on the capacity of such Borrower Party to borrow hereunder (in the case of the Borrowers), or perform its obligations hereunder or under any other Operative Document, on the validity or effectiveness of any of the Operative Documents or on the ability of the Finance Parties to exercise any of their Rights, Remedies and/or Recourses thereunder, or such amendment or change would have any other material adverse effect on the rights of the Finance Parties hereunder or under any other Operative Document). 16.5

Amalgamations

No Borrower Party shall wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, merger or consolidation or convey, sell, alienate, lease or otherwise dispose of (or agree to do any of the foregoing, at any future time) all or substantially all of its Business Assets, provided that: 16.5.1

any conveyance, sale, alienation, lease or other disposition of all or substantially all of the Business Assets of any Borrower Party to any other Borrower Party shall be permitted and the wind-up, liquidation or dissolution of any Borrower Party in favour of any other Borrower Party shall be permitted, provided, however, that such transaction shall not result in a breach under any Material Contract;

16.5.2

the dissolution of any Borrower Party that no longer holds any Business Asset is permitted; and

16.5.3

any amalgamation, merger or consolidation between Borrower Parties is permitted provided, however, that: 16.5.3.1

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the Person formed by or surviving any such transaction (i) where one of the amalgamated, merged or consolidated Borrower Parties is the Canadian Borrower, is an entity organized or in existence under the Laws of Canada or of any province of Canada, and (ii) where the amalgamated, merged or consolidated Borrower Parties are not the Canadian Borrower, is an entity organized or in existence under the terms of the Laws of Canada, of any province of Canada, of the United States of America, of any state of the United States of America, or of any jurisdiction to which the Administrative Agent has consented, acting reasonably;

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 57

16.5.3.2

the Person formed by or surviving any such transaction shall expressly assume as primary obligor, by an agreement satisfactory in form and substance to the Administrative Agent, acting reasonably, the Guaranteed Obligations (which agreement, instruments, acts, deeds or documents may require the delivery of such opinions of the Borrowers' Counsel and Lenders' Counsel as the Administrative Agent may reasonably request); and

16.5.3.3

if one of the amalgamated, merged or consolidated Borrower Parties is a Borrower, the Person resulting from such an amalgamation, merger or consolidation shall act as a successor to such Borrower and shall substitute it, and may exercise the rights and powers of such Borrower pursuant to the terms of this agreement as if such successor had initially been such Borrower under the terms of this agreement;

provided, however, that immediately before and after any transaction contemplated in subsections 16.5.1 and 16.5.3, no Default or Event of Default exists. 16.6

Investments

No Borrower Party shall make any Investment other than: 16.6.1

Investments in other Borrower Parties;

16.6.2

Investments in cash and Cash Equivalent Investments;

16.6.3

the Cdn$[dollar amount redacted] equity Investment made by the Canadian Borrower in 9276-5072 Québec Inc. as part of the GMPIM Acquisition;

16.6.4

the Cdn$[dollar amount redacted] loan Investment made by the Canadian Borrower in GMPIM Acquico as part of the GMPIM Acquisition;

16.6.5

Investments to employees of any Borrower Party or any Affiliates thereof in an amount not to exceed Cdn$[dollar amount redacted] in the aggregate at any time;

16.6.6

Investments made in Bel Air Securities LLC and Bel Air Management, LLC as at the date of the consummation of the Bel Air Acquisition; and

16.6.7

Investments in any other Person in an amount not to exceed Cdn$40,000,000 in the aggregate (excluding the Investments set out in subsections 16.6.1 to 16.6.6) including, without limitation, those existing as of the Amendment and Restatement Date and described in Schedule "N",

provided, however, that immediately before and after any such Investment, no Default or Event of Default exists.

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16.7

Guarantees

No Borrower Party shall create, assume or otherwise become or remain obligated in respect of, or permit to be outstanding any Guarantee, other than: 16.7.1

Guarantees pursuant to the Operative Documents;

16.7.2

Guarantees by a Borrower Party in respect of any obligations of another Borrower Party relating to Bank Products; and

16.7.3

Guarantees by any Borrower Party in respect of any other Person (other than an individual) in an amount not to exceed Cdn$5,000,000 in the aggregate at any time.

provided, however, that immediately before and after the entering into of any such Guarantees, no Default or Event of Default exists. 16.8

Acquisitions

No Borrower Party shall make any Acquisition except for Permitted Acquisitions provided, however, that (i) the consideration of any Acquisition does not exceed CDN$50,000,000, (ii) the aggregate consideration for all such Permitted Acquisitions made during any fiscal year shall not exceed Cdn$150,000,000, (iii) on the date of any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iv) the ratio of Funded Debt to EBITDA of the Canadian Borrower, on a consolidated basis, immediately prior to the consummation of such Permitted Acquisition but calculated on a pro forma basis to give effect to the Acquisition (the "Pro Forma Ratio"), shall be at least 0.25:1.00 lower than the threshold deemed to be in effect immediately following such Acquisition pursuant to subsection 15.1.1 (such obligation to comply with the Pro Forma Ratio to be triggered only in the event that the aggregate consideration of the contemplated Acquisition, together with the consideration of the other Acquisitions made in the previous twelve (12) month period, exceed Cdn$50,000,000). 16.9

Change of Year-End

Except to change the year-end to December 31, no Borrower Party shall change its fiscal yearend or the end of any of its fiscal quarters, without the prior written consent of the Administrative Agent which shall not be unreasonably withheld. On the Amendment and Restatement Date, the fiscal year-end of the Canadian Borrower is December 31. 16.10 Change in Business No Borrower Party shall effect any change in the nature of its business as described in Section 13.23. 16.11 Subsidiaries Each Borrower Party, if any, shall at all times be a wholly owned Subsidiary of the Canadian Borrower. MT DOCS 14602927v4

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16.12 Sale of Assets No Borrower Party shall sell, lease, alienate or otherwise dispose of any of its Business Assets or enter into or be party to any Sale and Leaseback Transaction, except for: 16.12.1

dispositions of Business Assets between Borrower Parties that do not constitute Sale and Leaseback Transactions; and

16.12.2

dispositions of Business Assets in any fiscal year to other Persons with whom it deals at arm's length at fair market value, that do not constitute Sale and Leaseback Transactions, and, provided that the aggregate amount of consideration received for all such dispositions by all Borrower Parties over the course of any fiscal year shall not exceed an aggregate principal amount of Cdn$5,000,000.

16.13 Material Contracts No Borrower Party shall terminate any Material Contract to which it is a party before its scheduled termination date. 16.14 Distributions The Canadian Borrower shall not declare, set apart for payment or make any Distribution to any shareholder, Affiliate or holder of any option, warrant or right to purchase or acquire shares of its Capital Stock, unless on the date each such Distribution is declared, made or set apart for payment, no Default or Event of Default shall have occurred and be continuing or shall result therefrom. For greater certainty, the Canadian Borrower may proceed with a normal course issuer bid in accordance with applicable rules provided that, at any time the Canadian Borrower proceeds with any repurchase of shares pursuant to any such normal course issuer bid, no Default or Event of Default shall have occurred and be continuing or would result therefrom. 16.15 Prohibition on Limitation Concerning Distributions by Borrower Parties No Borrower Party other than the Canadian Borrower shall enter into or suffer to exist any encumbrance or restriction on its ability to make any Distribution to any other Borrower Party, except, in any such case, any such encumbrance or restriction resulting from any Applicable Law or contained in any Operative Document. Without limiting the generality of the foregoing, GMPIM Acquico shall not declare, set apart for payment or make any Distribution unless such Distribution is declared or set apart for payment or made to the Canadian Borrower, in an amount that is no less than the pro rata share of its shareholding in the then outstanding Capital Stock of GMPIM Acquico. 16.16 Earnout Payments and Stock Option Program Payments No Borrower Party shall (i) make any NBC Earnout Payments or any payment under any of its long-term incentive employee stock option or participation programs (including PSU Plans) other than on the dates and in accordance with the terms and provisions of the Natcan Asset Purchase Agreement or the agreements governing such long-term incentive employee stock option or participation programs (including PSU Plans), as the case may be, and (ii) pay in cash MT DOCS 14602927v4

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any NBC Earnout Payments or any amount under any of its long-term incentive employee stock option or participation programs (including PSU Plans) if at the time of the required payment a Default or Event of Default has occurred and be continuing, it being understood that the Canadian Borrower may make such required payment by way of an issuance of Capital Stock in such circumstances. 16.17 Most Favoured Nations Debt for Borrowed Money forming part of Other Unsecured Debt shall not have terms in respect of negative covenants, financial covenants or events of default more onerous than or in addition to the covenants and Events of Default specified in Section 15.1 and Article 16, and Article 17 respectively (including, for greater certainty, the definitions referred to in such Article or Sections). 16.18

Independence of Covenants

All covenants contained in this Agreement shall be given independent effect so that if a particular action or condition is not permitted by any such covenants, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or condition exists. ARTICLE 17 EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an Event of Default (each such event being herein referred to as an "Event of Default"): 17.1

Non-Payment

Any Borrower fails to pay, when due, any amount of principal owed by it and outstanding hereunder or any Borrower Party fails to pay any interest or other amount outstanding hereunder or under any other Operative Document. 17.2

Misrepresentation

Any statement, certificate, report, representation or warranty made or deemed made by any Borrower Party hereunder or in any other Operative Document is found to have been either materially incorrect or inaccurate. 17.3

Ratios

The Canadian Borrower fails to maintain any Ratio in accordance with Section 15.1.

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17.4

Reporting Covenants

The Canadian Borrower fails to comply with the provisions of 15.2 and 15.3 and such failure continues unremedied for a period of five (5) Business Days following the issuance to the Borrowers by the Administrative Agent of a notice therof. 17.5

Negative Covenants

Any Borrower Party fails to comply with the provisions of article 16. 17.6

Breach of Other Covenants

Any Borrower Party fails to perform or comply with any provision or obligation (other than those specifically referred to in the other Sections of this Article) contained in any Operative Document, and such failure continues unremedied for a period of 30 days following the issuance to the Borrowers by the Administrative Agent of notice thereof. 17.7

Cross-Default

Any Borrower Party defaults under any one or more agreements, documents or instruments relating to Debt for Borrowed Money, the amount of which, singly or when aggregated with all such Debt for Borrowed Money of all Borrower Parties, expressed in its Equivalent in Canadian Dollars, exceeds Cdn$2,500,000. 17.8

Unsatisfied Awards

Any one or more judgments are entered against any Borrower Party which judgments are not vacated, discharged, stayed or bonded pending appeal within forty-five (45) days of the entry thereof or shall not have been vacated or discharged prior to the expiration of any such stay and involve a liability (not paid or fully covered by insurance) the amount of which, singly or when aggregated with all such liabilities of the Borrower Parties, exceeds Cdn$2,500,000. 17.9

Enforcement Proceeding

Any proceeding or action seeking issuance of a warrant of attachment, execution, distraint or similar process is commenced against any Borrower Party and is, for twenty (20) days, neither (i) dismissed nor (ii) stayed pending a final decision, and, with respect to the obtaining of such stay, such Borrower Party fails to obtain such final decision that dismisses such proceeding or action. 17.10 Notice of Exercise of Hypothecary Rights A notice of exercise of hypothecary rights or other equivalent rights pertaining to the Lien is filed against any Borrower Party or any of its Business Assets and such Borrower Party fails to: 17.10.1

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17.10.2

obtain (i) the cancellation thereof within fifteen (15) days of its filing or (ii) a stay order with respect to such notice of exercise of security within fifteen (15) days of its filing; and

17.10.3

in the event that the stay contemplated in subsection 17.10.2 is obtained, to obtain the final decision dismissing such notice of exercise of filing hypothecary rights or other equivalent rights prior to the expiry of such stay or any renewal thereof.

17.11 Insolvency An Insolvency Event shall have occurred with respect to any Borrower Party. 17.12 Material Adverse Effect An event or series of events occurs that results in a Material Adverse Effect. 17.13 Material Permit Any Borrower Party fails to renew any Material Permit. 17.14 Shareholding Any Person acquires Control of the Canadian Borrower. 17.15 Operative Documents The obligations of any Borrower Party under the Operative Documents cease to be valid or of full force or effect, or are terminated for any reason. ARTICLE 18 REMEDIES 18.1

Termination and Acceleration

If an Event of Default shall have occurred and be continuing, the Administrative Agent may do any one or more of the following: 18.1.1

declare the whole or any item or part of the Revolving Facility to be cancelled, terminated or reduced, whereupon the Lenders shall not be required to make any further Advance hereunder in respect of such portion of the Revolving Facility cancelled, terminated or reduced;

18.1.2

accelerate the maturity of all or any item or part of the Loans and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable;

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18.1.3

demand that the Canadian Borrower prepay the BA Liabilities then outstanding, whereupon the Canadian Borrower shall be obliged to prepay to the Administrative Agent the BA Liability in respect of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so;

18.1.4

demand that the Borrowers prepay the LC Liabilities then outstanding whereupon the Borrowers shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the LC Issuing Lenders under the LCs issued under the Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only, or shall not then be entitled to do so;

18.1.5

enforce or realize upon all or any Lien granted under the Operative Documents subject to any notice required pursuant to any Applicable Law;

18.1.6

suspend any rights of any Borrower Party under any Operative Document, whereupon such rights shall be so suspended; and

18.1.7

take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Document) at such times and in such manner as the Administrative Agent may consider expedient,

all without any additional notice, demand, presentment for payment, protest, notice of protest, dishonour, notice of dishonour or any other action being required other than those required by Law. If an Event of Default referred to in Section 17.11 occurs, the Revolving Facility shall immediately and automatically be cancelled and the Loans shall be accelerated and become immediately and automatically due and payable without any action on the part of any Finance Party being required. 18.2

Distribution of Proceeds of Realization

Any Proceeds of Realization received by any one of the Finance Parties, shall be applied as follows: 18.2.1

firstly, to pay all Realization Costs incurred by any Finance Party;

18.2.2

secondly, to repay (i) the Debt for Borrowed Money under any ISDA Contract described in subsection 16.3 and entered into with any Lender or any ISDA Provider, and (ii) the Loans in full;

18.2.3

thirdly, to pay in full the other Guaranteed Obligations; and

18.2.4

fourthly, to pay any other Person having a right to same.

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18.3

Pro Rata Sharing of Realization Costs

Until such time as the Realization Costs are paid in the manner contemplated in Section 18.2, all Realization Costs incurred and paid by any one of the Finance Parties shall be shared by the Lenders on the basis of their respective Rateable Share. 18.4

Indemnities and Payments

Nothing herein contained shall be construed or interpreted as in any way obliging any Finance Party to make any payment as provided for in this Agreement unless they or it are firstly supplied with such indemnifications as the Majority Lenders may consider to be necessary or desirable to protect and save the Finance Parties harmless from any liability or penalty for which any one thereof may become liable under any Applicable Law as a result of making such payment. 18.5

Distribution of Payments among Creditors of a Same Class

Where any payment is made under any subsection of Section 18.2 and the amount of such payment is insufficient to cover all of the debts contemplated under such subsection, then such payment shall be distributed among each creditor referred to in such subsection on the basis of the proportion that bear the debts owed to such creditor and contemplated in such subsection to the aggregate of the debts contemplated in such subsection. 18.6

Compensation and Set-Off 18.6.1

In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is hereby authorized by the Borrowers, at any time and from time to time, without notice to the Borrowers or to any other Person, any such notice being hereby expressly waived (provided, however, that each Lender shall notify the Borrowers of the exercise of its rights under this subsection within a reasonable period from the moment of such exercising of its rights) to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrowers against and on account of the obligations and liabilities of the Borrowers to such Lender under the Operative Documents, irrespective of whether or not the Administrative Agent shall have made any demand hereunder or shall have declared the Loans to be due and payable as permitted hereunder and although said obligations and liabilities, or any of them, shall be contingent or unmatured.

18.6.2

For the purposes of the application of this Section 18.6, the Borrowers and the Lenders agree that the benefit of any term applicable to any Lender's deposit or other indebtedness referred to in this Section 18.6 shall be lost immediately

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before the time when such Lender shall exercise its rights under this Section 18.6 in respect of such deposit or indebtedness of such Lender. 18.6.3

18.7

Furthermore, in the exercise of its rights under this Section 18.6, where any indebtedness of any Lender to any Borrower is not outstanding in the same currency as the indebtedness of any Borrower against which such Lender desires to exercise its rights under this Section 18.6, then such Lender may effect all currency conversions with respect to any such indebtedness as it considers appropriate in accordance with its normal practices by using its own rate of exchange in effect on the Business Day preceding that on which it exercised its rights under this Section.

Recovery for the Lenders

Each Lender agrees that if it shall exercise any right under Section 18.6 or any other right of counterclaim, compensation, set-off, banker's lien, realization of security, or similar right with respect to property of any Borrower or if, under any applicable bankruptcy, insolvency or other similar Law, it receives a secured claim the security for which is a debt owed by it to any Borrower, the amount thereof shall constitute Proceeds of Realization under Section 18.2. All amounts thus recovered by any Lender shall promptly be delivered to the Administrative Agent for distribution. The provisions of this Section 18.7 shall not apply to the exercise of any such right of counterclaim, compensation, set-off, banker's lien, realization of security or similar right, with respect to property of any Borrower, in favour of such Lender as regards any indebtedness of any Borrower to such Lender, as the case may be, which would not constitute a part of the Guaranteed Obligations or the Loan of such Lender, as the case may be, or which was not created in furtherance of the Revolving Commitment of such Lender, as the case may be. 18.8

Notices

Save as otherwise expressly provided for herein, no notice or mise en demeure of any kind shall be required to be given to the Borrowers by the Finance Parties for the purpose of putting any Borrower in default, such Borrower being in default by the mere lapse of time allowed for the performance of an obligation or by the mere occurrence of any event constituting an Event of Default. 18.9

Dealings with the Borrowers

The Administrative Agent may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with any Borrower as the Majority Lenders may see fit, without prejudice to the liability of any Borrower or to the Lenders' rights in respect of the security conferred upon them pursuant to the terms of the Operative Documents. 18.10 No Deemed Payment Where any Lender, whether under the provisions of the Operative Documents or otherwise, receives or recovers from a Borrower an amount ultimately payable to it under the provisions of the Operative Documents, but as a consequence of the provisions of Section 10.6 or 18.7 does

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not retain the totality of such amount, as between any Borrower, on the one hand, and that Lender, on the other hand, that excess amount not retained by such Lender shall be treated as not having been paid to such Lender for the purposes of this Agreement, but shall be treated as if it constituted a payment to the Administrative Agent in accordance with the provisions of this Agreement. 18.11 ISDA Contracts In the event the Administrative Agent exercises any one of the rights referred to in Section 18.1, any Lender or ISDA Provider having entered into the ISDA Contracts described in subsection 16.3 with any Borrower Party shall have the right to claim from such Borrower Party all amounts due under such ISDA Contract as a consequence of the exercise by such Lender or ISDA Provider of its right to terminate such agreement under the terms thereof. 18.12 Lenders to Exercise Rights through Administrative Agent Subject only to the extent that under the provisions of article 19 and article 20 a single Lender is affected, subject to the provisions of Section 18.6, the Lenders shall only exercise their Rights, Remedies and/or Recourses with respect to the Operative Documents through the Administrative Agent. ARTICLE 19 TAXES AND OTHER CHARGES 19.1

Payments without Deductions

Each Borrower agrees to pay the Loans of each Lender, and any other fees or amounts payable hereunder, free and clear of and without deduction or withholding for (i) any and all present and future Taxes (but excluding, however, Taxes (including Taxes imposed in connection with such Lender's overall net income or net worth and any capital or franchise tax imposed in lieu of net income tax payable by such Lender) imposed upon such Lender (any such Lender shall be referred to herein as a "Taxed Party") by the jurisdiction and political subdivision in which it or its relevant lending office may be located or under the Laws of which it may have been constituted), that may be imposed from time to time by any jurisdiction (including any jurisdiction from which payment is made) in connection with any amount required to be paid to such Lender pursuant to this Agreement or by any jurisdiction with respect to the preparation, execution, delivery, registration, performance, amendment or enforcement of this Agreement (all of the foregoing, other than the excluded items shall be collectively referred to herein as the "Local Taxes"), and (ii) any and all present and future Taxes that may be imposed from time to time by any jurisdiction with respect to the payment by any Borrower of or the reimbursement by any Borrower for any Local Taxes (all of the foregoing listed in clauses (i) and (ii) other than the excluded items shall be collectively referred to herein as the "Indemnified Taxes"). In the event that any Taxed Party shall have paid any Indemnified Taxes, which under the terms of this Section 19.1, each Borrower is obliged to pay, each Borrower covenants and agrees to reimburse, upon demand, such Taxed Party on an after-tax-basis as contemplated in Section 19.2 for the amount of any such Indemnified Taxes so paid by the latter, with interest on such amount as

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contemplated in this Agreement, and any such reimbursement paid by any Borrower shall benefit from and be subject to the provisions of this Section 19.1 and Section 19.2. 19.2

Payments of Additional Amounts

If any Borrower is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, each Borrower is obliged to pay, each Borrower covenants and agrees to pay such additional amounts as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by any Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by such Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by any Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Borrowers of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that any Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrowers of a request therefor by such Taxed Party. Upon request from the Borrowers, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the Borrowers with such information and documentation as the Borrowers may reasonably request. 19.3

Increase in Interest Rates

If any Borrower is prevented by operation of Law from paying or causing to be paid any amount required to be paid by Section 19.2, each Borrower covenants and agrees to pay as additional interest payable under this Agreement an amount equal to such required amount, on the applicable Interest Payment Date if such amount is in respect of interest or, if otherwise, on the next succeeding Interest Payment Date, it being expressly understood and agreed that any such additional interest payment shall be paid on an after-tax-basis as contemplated in Section 19.2 and shall be subject to the provisions of Sections 19.1 and 19.2. Each Borrower, at the request of any Taxed Party, shall sign such documents, deeds and instruments and shall do all such things as such Taxed Party shall reasonably consider useful or necessary to give full force and effect to such increase in the rate of interest.

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19.4

Remittances by Taxed Party

With respect to any of such Indemnified Taxes, the Borrowers shall make any required payment thereof within the time allowed under Applicable Law and, within 15 days thereafter, shall furnish to the Administrative Agent and any Taxed Party evidence of such payment together with such certificates, receipts and other documents as may be available to establish any Tax credit or tax benefit to which such Taxed Party may be entitled. If such Taxed Party shall determine that it has irrevocably obtained a credit or similar Tax benefit with respect to Indemnified Taxes imposed by a jurisdiction in which it or its relevant lending office may be located or under the Laws of which it has been constituted, on the basis of the payment of such Indemnified Taxes by any Borrower, such Taxed Party shall remit to such Borrower promptly an amount equal to the amount of such credit or benefit as is, in its discretion, exercised in good faith, equitably allocable to such payment by such Borrower having taken into account all its dealings giving rise to similar credits or benefits in relation to the same Tax period. If such Taxed Party shall determine subsequently that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, each Borrower covenants and agrees to pay, upon the request of such Taxed Party accompanied by evidence of such reduction, to such Taxed Party an amount equal to the amount of such reduction. All determinations and computations required or permitted by this Section shall be made, and all assumptions, methods of allocation and other principles necessary for or related to such determinations and computations shall be made or selected, by such Taxed Party in its sole discretion (exercised in good faith) and shall constitute, in the absence of manifest error, prima facie evidence of the amounts or matters so determined or computed. 19.5

Tax Representation and Covenant of Certain Lenders and Option to Replace Them 19.5.1

Each Lender under the Canadian Tranche represents either that (i) it is not a non-resident Person of Canada for purposes of the Income Tax Act (Canada) or (ii) it is an authorized foreign bank within the meaning of the Income Tax Act (Canada) and that any amount paid or credited to it under the terms of this Agreement with respect to its Loan is an amount paid to such Lender, or to its credit, with respect to its "Canadian banking business", within the meaning given to such expression under Section 248(1) of the Income Tax Act (Canada). With respect to any Lender that issues a notice pursuant to clause (i) of subsection 19.5.2, the representation and warranty shall cease to have effect on the thirtieth (30th) day following such notice. However, with respect to any Lender that issues a notice under clause (ii) of subsection 19.5.2, this representation and warranty shall cease to have effect as soon as such notice is given.

19.5.2

A Lender referred to in the preceding subsection shall notify the Canadian Borrower in writing (i) at least thirty (30) days before its representation and warranty ceases to be accurate, if it anticipates or realizes that such shall be the case or (ii) promptly after it realizes that its representation and warranty has ceased to be accurate.

19.5.3

Upon receipt of any of the notices referred to in the preceding subsection, the Canadian Borrower shall have the right to replace such Lender or cancel its Revolving Commitment. The replacement of such Lender must be effected for

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the total amount of its Loan and its Commitment, and within thirty (30) days from receipt of the notice.

19.6

19.5.4

For any period during which a Lender's representation under the provisions of subsection 19.5.1 is false or inaccurate, provided such falseness or inaccuracy does not result from a Change in Law, the Borrowers shall not be required to indemnify such Lender as contemplated in this article 19 with respect to losses and expenses resulting from such falseness or inaccuracy. However, with respect to a Lender that has delivered the notice referred to in subsection 19.5.2 and that the Canadian Borrower has neither replaced nor cancelled its Revolving Commitment within thirty (30) days of the receipt of such notice, such Lender shall fully benefit from the indemnity contemplated in this article 19 from the expiry of such date;

19.5.5

The provisions of this Section 19.5 shall not apply to any Person that becomes a Lender after the Amendment and Restatement Date unless, in the document whereby such Person becomes a Lender, it is agreed that the provisions of this Section 19.5 shall apply to it.

Survival of Agreements

The agreements of each Borrower under this article 19 shall survive the repayment of the Loans and the cancellation in full of the Revolving Facility. ARTICLE 20 INDEMNITIES 20.1

Market Disruption

Each time that the Administrative Agent shall determine that by reason of circumstances affecting the relevant markets for Canadian Dollar deposits or US Dollar deposits, generally, adequate and reasonable means do not exist for ascertaining the Discount Rate or the interest rate applicable to the Libor Loans or any part thereof, for any Selected Period, or the Administrative Agent shall receive a notice from any Affected Lender that: 20.1.1

by reason of circumstances affecting the relevant markets generally, deposits in Canadian Dollars or in US Dollars are not available to such Affected Lender in such market in the ordinary course of business in sufficient amounts to enable it to make a Libor Loan or accept Drafts or discount BAs for the relevant Selected Period; or

20.1.2

by reason of circumstances affecting the market for BAs, no purchasers are available to such Affected Lender to enable it to discount BAs having any Selected Period; or

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20.1.3

by reason of any Change in Law, it is impracticable for such Affected Lender to accept or discount BAs or to make or maintain a Libor Loan for any Selected Period; or

20.1.4

Libor or the Discount Rate do not represent, for such Affected Lender, by an amount which such Affected Lender deems in its sole discretion (exercised in good faith) to be material, the effective cost of funding or maintaining the BA Liabilities of such Affected Lender or any part thereof to be made for any Selected Period or continued for any new Selected Period by such Affected Lender;

the Administrative Agent shall promptly give notice to the Borrowers and the Lenders of such determination by it or of receipt by it of such notice from an Affected Lender. 20.2

Suspension of Rights to Convert

If notice has been given by the Administrative Agent pursuant to Section 20.1: 20.2.1

the Libor Loans or any part thereof shall not be made, the Drafts shall not be accepted or the BAs shall not be discounted (whether pursuant to an Advance, a conversion or a rollover) by the Affected Lenders and the Borrowers' right to elect that Advances be made or once made be converted into or continued as BAs or Libor Loans by an Affected Lender or Affected Lenders, as the case may be, shall be suspended until such time as the Administrative Agent shall notify the Borrowers that the circumstances having given rise to such suspension no longer exist. In the meantime, each Affected Lender shall fulfill its obligations to the Borrowers under this Agreement by way of Cdn Prime Rate Loans in respect of any Advance, conversion or rollover requested by the Canadian Borrower in BAs, and by way of US Base Rate Loans in respect of any Advance, conversion or rollover requested by any Borrower in Libor Loans;

20.2.2

each Affected Lender, over the course of the next ten (10) Business Days following the issuance of the notice by the Administrative Agent under Section 20.1, shall negotiate in good faith with the Borrower concerned and deliver to the Borrower concerned in writing the terms of a substitute basis for the roll-over of the BA Liability or Libor Loan of such Affected Lender or any part thereof, as the case may be, which is, financially, the substantial equivalent to such Affected Lender of the terms provided herein. The terms of the Substitute Basis for the BA Liability or Libor Loan of such Affected Lender or any part thereof, as the case may be, if they are accepted by the Borrower concerned, shall be effective from any such acceptance and the provisions of this Agreement respecting such BA Liability or Libor Loan, ipso facto, shall be amended to accord with the terms of the Substitute Basis for such Affected Lender. The Borrower concerned shall sign such documents, deeds and instruments, and shall do all such things as the Affected Lenders shall reasonably consider useful or necessary to give effect to the Substitute Basis. If by the expiry of the said ten (10) Business Days no agreement has

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been reached with respect to the Substitute Basis, the affected outstanding Libor Loan of each Affected Lender shall automatically be converted into a US Base Rate Loan of such Affected Lender retroactively to the affected Borrowing Date, and the Borrower concerned shall immediately repay in full the affected BA Liabilities or any part thereof, as the case may be, of each Affected Lender together with, in all cases, forthwith upon receipt of a demand therefor, the amounts referred to in Sections 20.5 and 20.7. The Borrower concerned shall have the right to request from each Affected Lender Advances by way of Cdn Prime Rate Loans in order to effect such payment of BA Liabilities. 20.3

Change in Law

If any Lender determines (which determination shall be evidenced by a certificate submitted to the Borrowers and the Administrative Agent by such Lender and, in the absence of demonstrable error, such certificate shall constitute prima facie evidence of the subject matter thereof among the parties hereto) that: 20.3.1

a Change in Law has made or shall make it unlawful or contrary to any Applicable Law for such Lender to maintain or give effect to all or any part of its obligations as contemplated by this Agreement and the other Operative Documents, or to make or maintain all or any part of the BA Liabilities or Libor Loans hereunder of such Lender, then the obligations of such Lender to maintain or give effect to such part of such obligations, or to make or maintain such part of such BA Liabilities or such Libor Loans shall terminate and, subject to the provisions of any such Applicable Law and those of Section 20.5 with respect to losses and expenses, the Borrower concerned may convert such BA Liabilities or such Libor Loans or any part thereof or alternatively may repay in full any such or other affected Loan or liability to such Lender, together, in each case, with all interest accrued thereon, which conversion or repayment shall be made, with respect to each relevant Selected Amount, at the expiry of its Selected Period, or if in the judgment of such Lender immediate conversion or repayment is required, immediately upon demand of such Lender; or

20.3.2

a Change in Law has:

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20.3.2.1

imposed, modified, or deemed applicable any loan ceiling against such Lender or imposed, modified or deemed applicable any special Tax (other than a Tax on such Lender's overall net income or net worth and any capital or franchise tax imposed in lieu of net income tax payable by such Lender) deposit insurance, reserve, deposit or similar requirement with respect to assets held by, deposits in or for the account of, the acquisition of funds by, or loans by such Lender; or

20.3.2.2

changed the basis of taxation of payments to such Lender under this Agreement (other than a change affecting taxation on such

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 72

Lender's overall net income or net worth and any capital or franchise tax imposed in lieu of net income tax payable by such Lender); or 20.3.2.3

imposed on such Lender any other condition (including the amount of capital required or expected to be maintained by such Lender as a result of this Agreement or its Revolving Commitment) or monetary restraint with respect to this Agreement, the BA Liabilities, the Libor Loan, the LC Liabilities or any part thereof of such Lender or any other Operative Document; and

the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Revolving Commitment, BA Liabilities, Libor Loans or LC Liabilities or any part of any one thereof or to reduce any amount receivable by such Lender with respect to the BA Liabilities, Libor Loans or LC Liabilities or any part of any one thereof of such Lender by an amount which such Lender deems in its sole discretion to be material, then, the Borrowers, within ten (10) Business Days of receipt of the certificate referred to above (which certificate shall contain all required computations and reasonable explanations of the amounts required to be paid):

20.4

20.3.2.4

shall pay to such Lender, such additional amount computed by such Lender as shall, on an after-tax basis, compensate such Lender for such additional cost or reduction in amounts receivable which such Lender determines to be attributable to the Borrowers or the Loans made to any Borrower; and

20.3.2.5

subject to the provisions of Sections 20.5 and 20.6 with respect to losses and expenses, may convert such Libor Loans or any part thereof into a US Base Rate Loan, or may without penalty, but subject to the expenses and penalties contemplated in Sections 20.5 and 20.6, repay its Libor Loans and, without penalty, shall repay in full the BA Liabilities and LC Liabilities together, in each case, without accrued interest thereon, if any.

Notice of Change in Law

The Administrative Agent shall promptly give notice of receipt by it of any certificate delivered pursuant to the provisions of Section 20.3 to the Borrowers and the Lenders. 20.5

Reimbursement of Losses and Expenses

Whenever any Lender or the Administrative Agent shall sustain or incur any losses and expenses in connection with: 20.5.1

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the failure of any Borrower to borrow pursuant to a Draw Request once delivered (whether by reason of a Borrower's decision not to proceed, the nonfulfilment of any of the conditions set forth in this Agreement, the existence of a Default or Event of Default on the relevant Drawdown Date or for any other reason not attributable to any Lender or the Administrative Agent); or

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20.5.2

the declaration by the Administrative Agent following the occurrence and during the continuance of an Event of Default, that the Loans are immediately due and payable; or

20.5.3

the failure of any Borrower to pay when due principal, interest, fees or any other amount under this Agreement (whether at maturity, by reason of acceleration or otherwise); or

20.5.4

the conversion or repayment of the whole or any part of the BA Liabilities, the LC Liabilities or the Libor Loans on any day other than a Selected Maturity Date; or

20.5.5

the conversion or repayment of the whole or any part of any affected Loans or liabilities pursuant to Sections 20.1 or 20.3; or

20.5.6

the failure to convert pursuant to a Conversion Request any part of the Revolving Loans into or continue any part thereof as BA Liabilities, LC Liabilities or Libor Loans (whether by reason of the Borrower concerned decision not to proceed, the non-fulfilment of any of the conditions set forth in this Agreement, the existence of a Default or Event of Default on the relevant Conversion Date or for any other reason not attributable to any Lender or the Administrative Agent);

(the events contemplated above shall be referred to individually as a "Loss Event" and the funds converted, repaid, not borrowed or not repaid, as the case may be, which are subject to any such Loss Event shall be collectively referred to as the "Affected Funds"); each Borrower agrees to pay such Lender or the Administrative Agent, upon demand, an amount certified by such Lender or the Administrative Agent to be necessary to compensate it for all such losses and expenses. The certificate of such Lender or the Administrative Agent, as the case may be, shall also specify the computation and reasonable explanations of the amount to be paid. The agreements of each Borrower under this Section 20.5 shall survive the repayment of the Loans and the termination of the Revolving Facility. 20.6

Amount of Losses with respect to Libor Loans

With respect to the Libor Loans, the losses and expenses referred to in Section 20.5 shall consist of and be limited to, losses and expenses incurred by any Lender in connection with the redeployment of the Affected Funds in an amount equal to the premium, if any, that such Lender would be required to pay were it to purchase, in the relevant market, prior to its maturity, on the date of such Loss Event, a term deposit instrument in a principal amount equal to the affected Selected Amount and whose maturity is equal to the remaining term of the affected Selected Period and bearing interest at a rate equal to the rate applicable or that would have been applicable under the terms hereof to the Affected Funds on the date of such Loss Event.

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20.7

General Indemnity

Each Borrower hereby indemnifies and holds harmless the Indemnified Parties from and against any and all losses and expenses, solidary, joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, the other Operative Documents or the transactions contemplated hereby or thereby, or any use made or proposed to be made with the proceeds of the Revolving Facility, whether or not such investigation, litigation or proceeding is brought by any Borrower, any shareholder or creditor thereof, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such losses and expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's intentional or gross fault or wilful misconduct. 20.8

Claims under the Indemnity

The Indemnified Party claiming indemnification under Section 20.7 shall give the Borrowers prompt notice in writing of particulars of any claim asserted by third parties against it which is covered by such indemnities. 20.9

Acknowledgement

Each Borrower acknowledges that the Lenders have agreed to make the Loans in reliance upon the representations, warranties and covenants in this Agreement relating to the environment. For this reason, it is the intention of the Borrowers and the Lenders that each Borrower shall be personally liable for any liability or indebtedness arising under this Article even if the amount of liability incurred exceeds the amount of the Loans. The liability and indebtedness of any Borrower arising under this Article shall constitute part of the Guaranteed Obligations, shall be guaranteed by the Guarantee Documents, are absolute and unconditional and shall not be affected by any act, omission, or circumstance whatsoever, whether or not occasioned by the fault of the Lenders, the Administrative Agent or any one thereof, except in respect of gross or intentional fault or wilful misconduct by the Lenders, the Administrative Agent, their respective directors, officers, employees, advisors, representatives and agents or any one thereof. All of the representations, warranties, covenants and indemnities of this Agreement relating to the environment shall survive the repayment of the Loans and shall survive the transfer of any or all right, title and interest in and to the Business Assets of any Borrower to any party, whether or not affiliated with a Borrower for a period of three (3) years following the repayment in full of the Loans and the cancellation of the Revolving Facility. 20.10 Mitigation Obligations If any Lender requests compensation under this article 20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loan 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 under this article 20 in the future and (ii) would not subject such Lender to any MT DOCS 14602927v4

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unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. ARTICLE 21 THE ADMINISTRATIVE AGENT 21.1

Appointment and Authorization

Each Lender, ISDA Provider and Bank Product Provider irrevocably appoints and authorizes, and hereby agrees that it shall require any Assignee, irrevocably to appoint and authorize the Administrative Agent to execute, deliver and take such actions as its agent under each Operative Document to which the Administrative Agent is party and to exercise such rights under each such Operative Document as are specifically delegated to the Administrative Agent by the terms thereof, together with such rights as are reasonably incidental thereto. The Administrative Agent accepts such appointment and agrees to perform its obligations as Administrative Agent under the Operative Documents in accordance with the provisions thereof. 21.2

Declaration of Agency

The Administrative Agent declares that it shall hold the rights granted to it under each Operative Document, for its own benefit and as Administrative Agent for the rateable benefit of each Lender, ISDA Provider and Bank Product Provider. The rights vested in the Administrative Agent by any Operative Document shall be performed by the Administrative Agent in accordance with the provisions of this Article. 21.3

Protection of Administrative Agent

The Administrative Agent shall not be liable for any action taken or omitted to be taken by it under any Operative Document or in connection therewith, except for its own gross or intentional fault or wilful misconduct. 21.4

Interest Holders

The Administrative Agent may treat each Lender as the holder of all of the interests of such Lender in respect of the Revolving Facility until a duly executed and delivered Loan Transfer Agreement in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent and the Administrative Agent has been paid its required processing fee for such Assignment. 21.5

Consultation with Professionals

The Administrative Agent may engage and consult with Lenders' Counsel, accountants, consultants, financial advisors and other experts, and the Administrative Agent shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of Lenders' Counsel or such accountants, consultants, financial advisors or other experts. MT DOCS 14602927v4

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21.6

Operative Documents

The Administrative Agent shall be under no duty or obligation to examine, enquire into or pass upon the validity, effectiveness or genuineness of any Operative Document or any other agreement, document, instrument or communication furnished pursuant to or in connection with any Operative Document, and the Administrative Agent shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. In order to give effect to any instructions received from time to time by the Required Lenders, the Administrative Agent is hereby authorized to enter into and deliver, on behalf of the Lenders, the ISDA Providers and the Bank Product Providers, all such Operative Documents as it may consider necessary or required and such Operative Documents shall be binding on all the Lenders and the ISDA Providers. Without limiting the generality of the provisions of the foregoing sentence, the Administrative Agent is expressly authorized to enter into and deliver, on behalf of the Lenders the ISDA Providers and the Bank Product Providers, all such Operative Documents referred to or contemplated in article 11 and article 12. 21.7

Administrative Agent and its Subsidiaries and Affiliates

With respect to its Revolving Commitment and Loan, the Administrative Agent shall have the same rights hereunder as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Subsidiaries and Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Canadian Borrower and its Affiliates and Persons doing business with the Canadian Borrower or any of its Affiliates as if it were not the Administrative Agent and without any obligation to account therefor. 21.8

Responsibility of the Administrative Agent

The obligations of the Administrative Agent to the other Finance Parties under the Operative Documents are only those expressly set forth therein. The Administrative Agent shall have no fiduciary obligation to any other Finance Party. The Administrative Agent shall only have those contractual obligations expressly set forth in the Operative Documents. The Administrative Agent shall have no duty or obligation to investigate whether any Default or Event of Default has occurred. The Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless an officer of the Administrative Agent charged with the administration of this Agreement has actual knowledge or has been notified by any Borrower of such fact or has been notified by the Majority Lenders that they consider that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof. 21.9

Action by the Administrative Agent 21.9.1

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The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any right which may be vested in it by, and with respect to taking or refraining from taking any action which it may be able to take under or in respect of, any Operative Document, unless the Administrative Agent has been instructed by the Required Lenders to exercise such rights or to take or refrain from taking such action; provided,

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 77

however, that the Administrative Agent shall not exercise any right under article 18 without being instructed to do so by the Majority Lenders. The Administrative Agent shall incur no obligation under or in respect of the Operative Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its intentional or gross fault or wilful misconduct. 21.9.2

The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any Operative Document in accordance with the instructions of the Required Lenders, and any action taken or failure to act pursuant to such instructions shall be binding on all Finance Parties.

21.9.3

Notwithstanding anything else herein contained, the Administrative Agent may refrain from doing anything which would or might in its opinion be contrary to any Applicable Law, or which would or might otherwise render it liable to any Person and may do anything which is, in its opinion, necessary to comply with any Applicable Law.

21.9.4

Notwithstanding subsection 21.9.1, the Administrative Agent may refrain from acting in accordance with any instructions of the Majority Lenders to begin any litigation arising out of or in connection with any Operative Document until it has received such security as it may require (whether by way of payment in advance or otherwise) for all losses and expenses which it shall or may expend or incur in complying with such instructions.

21.10 Notice of Events of Default 21.10.1

In the event that an officer of the Administrative Agent charged with the administration of this Agreement is notified of any Default or Event of Default, the Administrative Agent shall promptly notify the Finance Parties, and, subject to Section 21.9, the Administrative Agent shall take such action and assert such rights under the Operative Documents as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request.

21.10.2

Prior to receiving any instructions from the Majority Lenders in respect of such Default or Event of Default, the Administrative Agent may, but shall not be obliged to, take such action or assert such rights (other than those matters requiring unanimous Lender consent) as it deems in its discretion to be advisable for the protection of the Finance Parties, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to those instructions.

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21.11 Responsibility Disclaimed The Administrative Agent in its capacity as Administrative Agent shall be under no obligation whatsoever: 21.11.1

to any Borrower as a consequence of any failure or delay in the performance by, or any breach by, any Finance Party of any of its obligations under any Operative Document;

21.11.2

to any Finance Party, as a consequence of any failure or delay in the performance by, or any breach by, any Borrower of any of its obligations under any Operative Document; or

21.11.3

to any Finance Party for any statements, representations or warranties in any Operative Document or any other agreement, document or instrument contemplated by any Operative Document or in any other information provided pursuant to any Operative Document, or for the validity, effectiveness, enforceability or sufficiency of any Operative Document.

21.12 Indemnification Each of the Lenders, jointly and not solidarily, agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower concerned on demand) pro rata according to their respective Rateable Share from and against any and all losses and expenses which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of any Operative Document except that no Lender shall be liable to the Administrative Agent for any portion of such losses and expenses that results from the intentional or gross fault or wilful misconduct of the Administrative Agent. 21.13 Protection of Employees Each reference in Sections 21.1, 21.9, 21.10, 21.11, 21.12 and 21.15 to the Administrative Agent shall (to the extent the context so admits) be deemed to include the Administrative Agent and its directors, officers, employees, agents, solicitors, accountants, consultants, financial advisors, other experts and all other representatives and the Administrative Agent shall be constituted as mandatary of each such Person and shall hold and enforce their rights under said Sections for their respective benefits. 21.14 Credit Decision Each Finance Party represents and warrants to the Administrative Agent that: 21.14.1

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in making its decision to enter into this Agreement and to make its Revolving Commitment and its Revolving Loan, it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrowers and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent; and

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21.14.2

so long as any portion of its Loan remains outstanding it shall continue to make its own independent evaluation of the financial condition and affairs of the Borrowers.

21.15 Replacement Administrative Agent 21.15.1

The Administrative Agent (a "Resigning Administrative Agent") may resign at any time by giving written notice thereof to the other Finance Parties and the Borrowers. Such resignation shall only be effective upon the earlier of (i) the appointment of a replacement agent and its acceptance of such appointment and (ii) the 30th day following such notice. Upon receipt of notice of any such intended resignation, the Majority Lenders shall have the right to appoint a replacement to the Resigning Administrative Agent which shall be one of the Lenders, and, provided no Default or Event of Default shall have then occurred and be continuing, which shall be acceptable to the Borrowers, acting reasonably. If no replacement to the Resigning Administrative Agent shall have been so appointed and shall have accepted such appointment within 15 days of receipt of such notice, the Majority Lenders shall, within the following 15 days, appoint a replacement that may, but need not be, a Lender, and, provided no Default or Event of Default shall have then occurred and be continuing, that shall be acceptable to the Borrowers, acting reasonably. If the Majority Lenders fail to appoint a replacement to the Resigning Administrative Agent within such 15 day period, without limitation of its rights under this Section 21.15, the Resigning Administrative Agent may, on behalf of the Lenders, ISDA Providers and Bank Product Providers, appoint a replacement administrative agent which shall be a financial institution authorized to conduct business in Canada and which has a branch in Montréal, Québec. Upon the resignation of a Resigning Administrative Agent, the replacement administrative agent shall thereupon succeed to and become vested with all the rights and obligations of the Resigning Administrative Agent and the Resigning Administrative Agent shall be discharged from its obligations under the Operative Documents. After any Resigning Administrative Agent's resignation hereunder as Administrative Agent the provisions of this article 21 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. In the event no replacement Administrative Agent shall have been appointed, the provisions hereof shall continue in full force and effect and each Lender, each ISDA Provider and each Bank Product Provider shall be deemed to be its Administrative Agent.

21.15.2

The Administrative Agent may also be removed at any time by the Majority Lenders on the grounds that the Administrative Agent has failed to comply, in all material respects, with its obligations towards any Lender and has not remedied such failure within a reasonable delay following its receipt of a notice from the Majority Lenders describing such failure. The provisions of subsection 21.15.1 above shall apply mutatis mutandis to an Administrative Agent that is being so removed.

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21.16 Waivers and Amendments 21.16.1

Except as otherwise provided in subsections 21.16.2 and 21.16.3, any term, covenant, agreement, condition or obligation of any Operative Document may be amended with the consent of the Borrowers and the Administrative Agent, acting in accordance with the instructions of the Majority Lenders, or compliance therewith may be waived by the Majority Lenders (either generally or in a particular instance and either retroactively or prospectively).

21.16.2

Without the prior consent of every Lender, no amendment, waiver or other action under, or in respect of, any Operative Document shall: 21.16.2.1 other than pursuant to Section 2.8, increase the aggregate amount of any Tranche or of the Revolving Facility, the amount or term of any of the Revolving Commitments or the proportion represented by the Rateable Share of any Lender; 21.16.2.2 postpone or defer the time for the payment of the Loans or any part thereof, any Stamping Fee or any other amount payable hereunder; 21.16.2.3 decrease the rate or amount or change the currency of any principal, interest or fees (including Stamping Fees) payable hereunder or the requirement of pro rata application in accordance with each Lender's Rateable Share of all amounts received by the Administrative Agent in respect of the Revolving Facility; 21.16.2.4 change the definition of "Required Lenders" or "Majority Lenders"; 21.16.2.5 amend Sections 18.2, 18.5 or this Section 21.16; 21.16.2.6 release or postpone any guarantee of any Borrower under any Operative Document, except as otherwise expressly permitted or required by the provisions of any Operative Document; 21.16.2.7 waive a default under Section 17.14 if the Person or Persons acquiring Control of any Borrower is a Lender or any combination of Lenders; 21.16.2.8 amend the Conditions Precedent to the Amendment and Restatement.

21.16.3

No amendment or waiver of any provision of any Operative Document shall affect any of the rights or obligations of the Administrative Agent or a LC Issuing Lender under any Operative Document without the prior consent of the Administrative Agent or such LC Issuing Lender, as the case may be.

21.16.4

Notwithstanding any other provision herein to the contrary, where the consent of the Administrative Agent is required pursuant to paragraph 23.5.1.2, such

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consent may be given by the Administrative Agent without obtaining any instructions in that regard from any of the Lenders and the Administrative Agent shall not be liable for any action taken or not taken by it in good faith in furtherance of the provisions of this subsection. Notwithstanding the foregoing, the Administrative Agent may, at its discretion, seek the instructions of the Lenders with respect to any such consent. 21.16.5

No amendment or waiver of any provision of any Operative Document shall affect any of the rights or obligations of a Swingline Lender under any Operative Document without the prior consent of such Swingline Lender.

Nothing contained in this Agreement or the other Operative Documents, including, without limitation, the specific reference to Lenders in certain provisions and to Majority Lenders in other provisions, should be construed or interpreted as in any way limiting or restricting the generality of the provisions of this Section 21.16. The parties hereto acknowledge and agree that any waiver to which reference is made in this Section 21.16, once it has been established in writing by the Administrative Agent in favour of any Borrower and in the name of the Majority Lenders, shall bind all parties hereunder. 21.17 Articles 2138 to 2148 C.C.Q. Not Applicable The mandate of the Administrative Agent under this Agreement is not governed by the provisions of Articles 2138 to 2148 of the Civil Code of Québec and the Lenders, ISDA Providers and Bank Product Providers do hereby expressly renounce to the benefit of each and every one of such Articles. 21.18 Rights, Benefits and Recourses Created by the Operative Documents The parties hereto do hereby expressly acknowledge, declare and agree that the rights, benefits and recourses created and intended to be created at any time and from time to time by any of the Operative Documents in favour of the Administrative Agent or in favour of the other Finance Parties or in favour of the other Finance Parties and the Administrative Agent, jointly, as the case may be, are created and intended to be created in favour of the Finance Parties and in favour of the Administrative Agent as agent for such Person or Persons that now are or may, at any time and from time to time, become Lenders, ISDA Providers or Bank Product Providers, in the same manner and to the same extent as though each such Person was personally an original party to or a Person specifically named as a beneficiary in the said documents. In furtherance of the provisions of this Section 21.18, the parties hereto do hereby irrevocably mandate the Administrative Agent, for and on their behalf, to confirm to and confer upon each Person that becomes a Lender, an ISDA Provider or a Bank Product Provider, the benefits of the Operative Documents and to execute any instrument necessary to evidence same. The acceptance by the Administrative Agent of any Loan Transfer Agreement or of an ISDA Provider Accession Certificate shall constitute for all purposes of the Operative Documents, the carrying out by the Administrative Agent of the irrevocable mandate given to it under this Section 21.18.

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ARTICLE 22 OPERATION OF ACCOUNT 22.1

Notice of Advance to the Finance Parties

Upon receipt of any Draw Request, Conversion Request, Reduction Notice or Repayment Notice, the Administrative Agent shall promptly notify each Lender of the receipt of such request or notice and, subject to Section 5.2, of the Rateable Share of the requested Advance of such Lender or of the contemplated repayment, as the case may be. 22.2

22.3

Interlender Procedure for Making Advances 22.2.1

With respect to any Direct Advance, by no later than 2:00 p.m. (local time in the place of payment) on the requested Borrowing Date, each Lender shall make available to the Administrative Agent its Rateable Share of the requested Advance in same-day funds in the appropriate currency by wiretransferring such amount in the relevant Administrative Agent's Account.

22.2.2

With respect to Advances requested by way of BAs, by no later than 2:00 p.m. (local time in the place of payment) on the relevant Borrowing Date, subject to the relevant provisions of article 12, each Lender shall make available to the Administrative Agent the BA Proceeds referred to in Section 5.6 in sameday funds in Canadian Dollars by wire-transferring such amount in the relevant Administrative Agent's Account.

22.2.3

With respect to Advances requested by way of LCs, the relevant LC Issuing Lender shall deliver the requested LCs as contemplated in Section 7.2.

Deposits By or on Behalf of Lenders to Constitute Advances

With respect to each Account, all deposits and credits made into said Account under the terms hereof by the Administrative Agent, on behalf of the Lenders, and required to be so deposited or credited pursuant to a Draw Request or Conversion Request, shall constitute Advances by the Lenders under the terms hereof. 22.4

Bank Account

The Administrative Agent shall open and maintain on its books, for the purpose of this Agreement for the account of the Borrowers, at the Account Branch, bank accounts for debits, deposits, credits and transfers in Canadian Dollars and in US Dollars, it being expressly understood that the Borrowers shall not close such accounts while any of the Loans remain outstanding, save only in the case of a change in the Administrative Agent, where the Borrowers may close the accounts that they had maintained with the Resigning Administrative Agent. 22.5

Maintenance of Loan Records by the Administrative Agent 22.5.1

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The Administrative Agent shall open and maintain on its books, at the Administrative Agent's Office, a loan record for the Borrowers evidencing the

THIRD AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 83

aggregate indebtedness of the Borrowers to the Lenders hereunder and each constituent part of the Loans. The Administrative Agent shall record therein the amount of each Direct Advance and the issuance of each LC and BA, and shall enter therein each payment of principal and interest on the said Loans and all amounts paid by any Borrower on account of BAs and LC Liabilities and all other amounts paid by the Borrowers and becoming due under this Agreement.

22.6

22.5.2

The said loan records shall constitute, in the absence of manifest error, prima facie evidence of the whole and each constituent part of the Loans, the date any Advance is made to any Borrower and the aggregate amounts from time to time paid by any Borrower on account of such Loans and other amounts due hereunder. Any failure of the Administrative Agent to record a transaction on any loan record in a timely fashion shall not affect or impair the validity of the obligation of any Borrower to repay the Loans owed by it, as and when herein provided. The obligation of any Borrower to repay the Loans owed by it shall be evidenced by this Agreement and by the loan records maintained by the Administrative Agent, it being the intent of the parties hereto that the obligations of the Borrowers with respect to the Loans are to be evidenced only as stated herein and not by separate promissory notes.

22.5.3

Upon request of any Borrower, the Administrative Agent shall notify in writing the Borrowers of the entries in such loan records and of the aggregate amounts due by the Borrower concerned to the Lenders hereunder and shall deliver to the Borrowers, upon request, copies of all such loan records.

Authority to Debit and Credit

Each Borrower does hereby expressly and irrevocably authorize the Administrative Agent and the Swingline Lenders to effect all any necessary debits, deposits, credits and transfers (with respect to the Accounts) in order to accommodate the Lenders in making Advances and in order to accommodate any Borrower in making payments to the Lenders and the Administrative Agent, the whole under and subject to the provisions of this Agreement. 22.7

Failure by Any Lender to Advance

The failure by any Lender to make an Advance in accordance with its obligations hereunder shall not relieve the other Lenders of their several obligations to make an Advance or a Swingline Redistribution (in accordance with their respective obligations) equal to their respective Rateable Share of the aggregate amount of any Advance requested by any Borrower or Swingline Redistribution nor shall any Lender be responsible for the obligations of any other Lender. 22.8

Temporary Advances by the Administrative Agent 22.8.1

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Without in any way limiting the generality of the provisions of Section 22.2, unless the Administrative Agent shall have received a written notice from a Lender by 5:00 P.M. (Montreal time) on the Business Day prior to the date of any requested Advance that such Lender shall not make available to the

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Administrative Agent such Lender's Rateable Share of such Advance, the Administrative Agent may irrevocably and unconditionally assume that such Lender shall make available to the Administrative Agent on the relevant Borrowing Date its Rateable Share thereof in accordance with the provisions of Section 22.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower concerned on such date a corresponding amount; 22.8.2

If a Lender does not so make available to the Administrative Agent its Rateable Share of such Advance and the Administrative Agent does make available to the Borrower concerned such amount, such Lender shall pay such Rateable Share to the Administrative Agent on demand, together with interest thereon for each day from and including the date such Rateable Share of such requested Advance was not made available, at a fluctuating rate per annum equal to the interbank rate for overnight funds which is applicable to the currency in which such Advance is to be denominated in accordance with market practice. A certificate of the Administrative Agent submitted to any Lender with respect to any amount owing under this Section shall be prima facie evidence thereof, absent manifest error. If such amount and interest thereon is so made available to the Administrative Agent, such payment to the Administrative Agent by such Lender shall constitute such Lender's Advance on the relevant Borrowing Date for all purposes of this Agreement;

22.8.3

If, after delivery to such Lender of such certificate by the Administrative Agent, such amount is not so made available to the Administrative Agent, then the Administrative Agent shall notify the Borrowers of such failure and, without in any way affecting or otherwise diminishing the obligation of such Lender to pay such amount to the Administrative Agent on demand, on the third (3rd) Business Day following the date of such requested Advance, the Borrower concerned shall pay to the Administrative Agent such Rateable Share together with interest thereon for each day that the Borrower concerned had the use of such Rateable Share of the requested Advance at:

22.8.4

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22.8.3.1

where such amount is denominated in Canadian Dollars, an annual rate applicable for each such day equal to the Administrative Agent's Cdn Prime Rate at the close of business on each such day, plus the Relevant Margin applicable on each such day to the Cdn Prime Rate Loans; and

22.8.3.2

where such amount is denominated in US Dollars, an annual rate applicable for each such day equal to the US Base Rate at the close of business on each such day, plus the Relevant Margin applicable on each such day to the US Base Rate Loans.

Any such amount advanced by and not repaid to the Administrative Agent shall be deemed to be a Loan of the Administrative Agent hereunder, and shall be part of the Guaranteed Obligations. To the extent that a Lender repays any such amount to the Administrative Agent pursuant to the terms of this Section,

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any such amount shall be deemed to be a Loan of such Lender as of and from the date of the relevant Borrowing Date, and shall be part of the Guaranteed Obligations. Such rates of interest shall be computed in the same manner as that contemplated in Sections 4.3, 4.4 and 4.5, shall be compounded monthly on the first day of each calendar month and shall be payable upon the demand of the Administrative Agent. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfil its obligations hereunder or to prejudice any rights which the Borrowers, the Administrative Agent or any other Lender may have against a Lender as a result of any failure by such Lender hereunder. 22.8.5

22.9

In the event any Lender fails to make a Swingline Redistribution or informs the Administrative Agent that such Lender shall not make available to the Administrative Agent or the Swingline Lender concerned, as the case may be, such Lender's Rateable Share of such Swingline Redistribution, then the provisions set out in subsections 22.8.2 and 22.8.3 shall apply mutatis mutandis.

Swingline Redistribution

Where the Lenders, following a request therefor from the Administrative Agent, proceed with a Swingline Redistribution and a Swingline Lender has a disproportionately higher or a disproportionately lower share of the Cdn Dollar Loans or the US Dollar Loans (under the relevant Tranche), as the case may be, than its Rateable Share of the Canadian Tranche or the US Tranche (as the case may be), then: 22.9.1

in the case of a disproportionately higher share of the Cdn Dollar Loans, each of the other Lenders shall purchase on such Business Day from the Swingline Lender concerned a portion of the Swingline Prime Rate Loan of such Swingline Lender such that, thereafter, the Cdn Dollar Loan of each of the Lenders shall be on a Rateable Share basis of the Canadian Tranche, for a consideration equal to the principal amount of the Swingline Prime Rate Loan of such Swingline Lender so purchased. Each Lender shall, on such Business Day, wire-transfer in the Administrative Agent's Account, in same-day funds, in Canadian Dollars, the aggregate amount of such consideration;

22.9.2

in the case of a disproportionately lower share of the Cdn Dollar Loans, the Swingline Lender concerned shall purchase on such Business Day from the other Lenders a portion of the Cdn Dollar Loan of each other Lender such that, thereafter, the Cdn Dollar Loan of each of the Lenders shall be on a Rateable Share basis of the Canadian Tranche, for a consideration equal to, for each such other Lender, the principal amount of the Cdn Dollar Loan of such other Lender so purchased. The Swingline Lender concerned shall, on such Business Day, wire-transfer in the Administrative Agent's Account, in sameday funds, in Canadian Dollars, the aggregate amount of such consideration;

22.9.3

in the case of a disproportionately higher share of the US Dollar Loans, each of the other Lenders shall purchase on such Business Day from the Swingline

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Lender concerned a portion of the Swingline US Base Rate Loan of such Swingline Lender such that, thereafter, the US Dollar Loan (under the relevant Tranche) of each of the Lenders shall be on a Rateable Share basis of the Canadian Tranche or the US Tranche (as the case may be), for a consideration equal to the principal amount of the Swingline US Base Rate Loan of such Swingline Lender so purchased. Each Lender shall, on such Business Day, wire-transfer in the Administrative Agent's Account, in same-day funds, in US Dollars, the aggregate amount of such consideration; 22.9.4

in the case of a disproportionately lower share of the US Dollar Loans, the Swingline Lender concerned shall purchase on such Business Day from the other Lenders a portion of the US Dollar Loan (under the relevant Tranche) of each other Lender such that, thereafter, the US Dollar Loan (under the relevant Tranche) of each of the Lenders shall be on a Rateable Share basis of the Canadian Tranche or the US Tranche (as the case may be), for a consideration equal to, for each such other Lender, the principal amount of the US Dollar Loan under the relevant Tranche of such other Lender so purchased. The Swingline Lender concerned shall, on such Business Day, wire-transfer in the Administrative Agent's Account, in same-day funds, in US Dollars, the aggregate amount of such consideration.

Upon receipt in the Administrative Agent's Account of the funds referred to above, the Administrative Agent shall wire-transfer, in same-day funds, to each Lender the amount to which it is entitled under the provisions of this Section. Notwithstanding the foregoing, in no event shall a Lender have to purchase any portion of the Loan of another Lender pursuant to this Section which would result in such first Lender's Revolving Loan exceeding its Revolving Commitment and, in such circumstances, the obligation of such Lender under this Section shall be reduced to the maximum amount that such Lender may purchase without resulting in such Lender's Revolving Loan exceeding its Revolving Commitment. For the purpose of this Section, where (i) the Canadian Tranche has been cancelled immediately prior to the Swingline Redistribution herein contemplated, the Revolving Commitment of each Lender shall be deemed the same as immediately prior to the cancellation of the Canadian Tranche and (ii) the US Tranche has been cancelled immediately prior to the Swingline Redistribution herein contemplated, the Revolving Commitment of each Lender shall be deemed the same as immediately prior to the cancellation of the US Tranche. Where there is a credit balance in any Account, such credit balance shall be imputed firstly to the repayment of the Cdn Prime Rate Loan or US Base Rate Loan, as the case may be, of the Administrative Agent-Lender until same is repaid in full and then, to the repayment of the Cdn Prime Rate Loans or US Base Rate Loans, as the case may be, of the other Lenders.

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ARTICLE 23 MISCELLANEOUS 23.1

Notices

Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, when delivered to such party (by certified mail, postage prepaid or by telecopier or hand delivery) at its address and attention set forth with its signature below or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded, provided, however, that electronic mail and internet and intranet sites may be used only to distribute routine communications, such as Draw Requests, Conversion Requests, Repayment Notice, Reduction Notice, Compliance Certificate and Financial Statements and other similar information, and may not be used for any other purposes. Any notice given by telecopier, with confirmation of receipt, is deemed to have been received, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day. 23.2

Calculations and Determinations Shall Constitute Prima Facie Proof

Any calculation or determination to be made by any Finance Party or the Majority Lenders under this Agreement, when made, shall constitute prima facie evidence for all of the parties hereto. 23.3

Rights and Recourses Cumulative

The rights and remedies of each Finance Party under this Agreement shall be cumulative and not exclusive of any right or remedy which each Finance Party would otherwise have and no failure or delay by any Finance Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. 23.4

Assignments by the Borrowers

The rights of the Borrowers hereunder are declared to be purely personal and may therefore not be assigned or transferred, nor can any Borrower assign or transfer any of its obligations, any such assignment being null and void insofar as the Finance Parties are concerned and rendering any balance then outstanding of the Loans immediately due and payable at the option of the Administrative Agent and relieving the Lenders from the obligation of making any or any further Advances hereunder. 23.5

Assignments by Lenders 23.5.1

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Any Lender may at any time, grant Participations or enter into Assignments, provided that no such Assignment to a separate legal entity shall be effective unless:

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23.5.1.1

the assignee or potential participant is a Person other than a natural Person, any Borrower, any other Borrower Party or any Affiliate or Subsidiary of the Canadian Borrower;

23.5.1.2

except where the assignee or potential participant is already a Lender, the Administrative Agent and the LC Issuing Lenders shall consent to same, which consent shall not be unreasonably withheld;

23.5.1.3

the Borrowers shall consent to same, which consent shall not be unreasonably withheld, provided, however, that where such Assignment is to occur at a time where an Event of Default has occurred and is continuing, no such consent shall be required;

23.5.1.4

a Loan Transfer Agreement shall have been executed by such Lender, the Assignee, the Administrative Agent and the Borrowers and delivered to the Administrative Agent and the Borrowers. Each Borrower hereby covenants and agrees not to unreasonably withhold its execution of the aforesaid instrument. The signature of the Borrowers shall only be required under the terms of this subsection where such Assignment is to occur at a time where no Event of Default has occurred and is continuing; and

23.5.1.5

such Lender has paid to the Administrative Agent, for its exclusive benefit, a fee of Cdn$[dollar amount redacted].

23.5.2

Upon such execution and delivery and provided the other conditions of this Section 23.5 shall have been met, such Lender shall be released from its Revolving Commitment and other obligations hereunder to the extent of such Assignment (but shall not be released from any obligation towards the Borrowers with respect to any action it may have taken while it was a Lender), and such Assignee shall for all purposes be a Lender party to this Agreement, and shall have all the rights and obligations of a Lender under this Agreement and shall be entitled to the benefit of the provisions hereof, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders or the Administrative Agent shall be required. Each Loan Transfer Agreement shall constitute an amendment to this Agreement and more particularly to Schedule "A" hereto to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a Lender and the resulting adjustment of the Revolving Commitments, if any, resulting from the aforesaid Assignment.

23.5.3

Without in any way limiting the generality of any of the foregoing, the Borrowers shall, at the request of any Lender which so Assigns any of its interest under this Agreement, execute and deliver to such Lender or to such party or parties as such Lender may designate any and all further instruments or documents and use its best efforts to obtain any and all further authorizations or approvals, and make any and all further registrations, filings

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or notifications, as may be necessary or desirable to give full force and effect to such Assignment.

23.6

23.5.4

Any Assignment contemplated in this Section 23.5 must be either for the entire amount of the Revolving Commitment and the Loan of a Lender or where it is for a lesser amount, such amount must not be such that the Revolving Commitment of the Assigning Lender would be reduced by less than Cdn$10,000,000 nor must the remaining amount of the Revolving Commitments of the Assigning Lender following such an Assignment be less than Cdn$10,000,000. Notwithstanding the foregoing, where any such Assignment is being made while a Default or an Event of Default has occurred and is continuing, none of the restrictions contained in this subsection 23.5.4 shall apply to such Assignment.

23.5.5

Except as specifically set forth in this Section 23.5, nothing in this Agreement, expressed or implied, is intended to or shall confer on any Person other than the respective parties hereto and their successors or assignees permitted hereunder any benefit or any legal or equitable right, remedy or other claim under this Agreement.

23.5.6

Any Lender may at any time create a Lien on all or a portion of its rights hereunder in order to secure all of its obligations, provided, however, that the creation of such Lien shall not result in the release of such Lender with respect to any of its obligations hereunder or a substitution of such Lender as a party hereto by any beneficiary of such Lien;

23.5.7

The fees incurred by any Lender with respect to any assignment or participation contemplated in this Section (including, without limitation, the fees incurred with respect to the taking of security in favour of such Lender) shall be payable by such Lender;

23.5.8

The parties hereby acknowledge and agree that, to the extent the consent of the Borrowers is required in order to proceed with any Assignment, it is reasonable for the Borrowers to withhold its consent to the extent that, acting reasonably, each Borrower considers that any such Assignment is likely to impose on it additional costs under article 19 and article 20.

Disclosure of Confidential Information 23.6.1

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Each of the Agent and each Lender agrees not to disclose to any Person the Information (as defined below), except that any Lender shall be permitted to disclose Information (i) to its and its affiliates' officers, directors, employees, agents and representatives or any actual or prospective direct or indirect contractual counterparty in swap agreements, derivatives, credit-linked notes or similar transactions or such contractual counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees in writing to be bound by the provisions of this Section); (ii) to the extent (A) required by Law or by any subpoena or

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similar legal process or (B) requested or required by any Governmental Authority (including any banking or securities regulator), or any nationally recognized rating agency that requires access to information about a Finance Party's investment portfolio; (iii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Agreement, or (B) was available to such Finance Party on a non-confidential basis prior to its disclosure to such Finance Party by a Borrower Party or its affiliates; (iv) to any actual or prospective assignee of, or prospective purchaser of a participation in, the rights of such Finance Party hereunder and its agents and representatives (including its auditors and counsel); provided that such prospective assignee purchaser agrees in writing to be bound by and observe the same confidentiality as is required of the Finance Party hereunder; (v) to any other Finance Party; or (vi) in connection with any suit, action or proceeding relating to the enforcement of rights hereunder or in connection with the transactions contemplated hereby. As used in this Section, as to any Lender, the term "Information" shall mean any verbal or written materials, documents and information that a Borrower Party or any of its respective affiliates may have furnished or may hereafter furnish to any Lender in connection with this Credit Agreement. 23.6.2

23.7

For more certainty, each Swingline Lender must provide the Administrative Agent, from time to time, with the information and documentation required to determine and validate the amount of the Swingline Loans.

Conversion Rules

If for the purpose of obtaining or enforcing a judgment in any court or for any other purpose hereunder (such as, without limitation, to determine the value of any amount expressed in a currency other than that in which is expressed hereunder the amount to which it is being compared), it is necessary to convert any amount in the currency in which it is denominated (the "Original Currency") into another currency (the "Second Currency"), the rate of exchange applied shall be the Exchange Rate for conversion of the Original Currency into the Second Currency applicable on the Business Day on which judgment is given or such determination must be made. 23.8

Currency Indemnity

Each Borrower agrees that its obligations in respect of any amount due and payable to the Finance Parties in the Original Currency hereunder shall, notwithstanding any payment or tender, including pursuant to any judgment expressed or payment made in the Second Currency, be discharged only to the extent that, on the Business Day following receipt of any sums so paid or adjudged to be due hereunder in the Second Currency, the Administrative Agent, on behalf of the Finance Parties, in accordance with normal banking procedure, may purchase in the Canadian money market or the Canadian foreign exchange market, as the case may be, the Original Currency with the amount of the Second Currency so paid or so adjudged to be due; and, if the amount of the Original Currency so purchased is less than the amount originally due in the Original Currency, each Borrower agrees, as a separate obligation and notwithstanding any such payment or judgment to indemnify the affected Finance Parties against such loss and, if the MT DOCS 14602927v4

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amount of the Original Currency so purchased is greater than the amount originally due in the Original Currency, the Finance Parties agree, notwithstanding any such payment or judgment, to promptly remit to the Borrower concerned any such excess. 23.9

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by e-mail in PDF format shall be as effective as delivery of a manually executed counterpart of this Agreement. 23.10 Severability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. 23.11 Replacement of Previous Agreements This Agreement replaces and supersedes all verbal or oral agreements, understandings and undertakings between the Finance Parties, or any one thereof, and the Borrowers relating to the Revolving Facility, the whole subject to and except for the fee letter agreement referred to in Section 9.2. 23.12 No Novation Any security provided to the Finance Parties any Borrower shall not constitute a payment, nor shall it operate novation of any amount due hereunder and shall not operate by way of compensation, set-off or confusion of, or merge with, any indebtedness or liability of any Borrower or of any other Person or Persons to the Finance Parties or any one thereof under any deed, guarantee, contract, bill of exchange, promissory note, letter of credit, certificate of deposit or other instrument by which the same may now or at any time hereafter be represented or evidenced. 23.13 Obligation to Pay Absolute The obligations of the Borrowers to make payments on the Loans as and when in this Agreement provided shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances without any right of compensation or set-off and notwithstanding any defence, right of action or claim of any nature whatsoever which the Borrowers may at any time have or have had against the Finance Parties, whether in connection with this Agreement or otherwise.

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23.14 Inconsistency with Guarantee Documents Unless otherwise herein provided, to the extent that any provision of this Agreement is inconsistent with the provisions of any of the Guarantee Documents, the provisions of this Agreement shall prevail. 23.15 Risk of Superior Force Each Borrower expressly assumes all risks of superior force, such that each Borrower shall be bound to timely execute each and every of its obligations under this Agreement notwithstanding the existence or occurrence of any event or circumstance constituting a superior force within the meaning of Article 1693 of the Civil Code of Québec. 23.16 Governing Law This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the Laws of the province of Québec and the federal Laws of Canada applicable therein. 23.17 Submission to Jurisdiction Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the Courts of the Province of Québec sitting in the judicial district of Montréal with respect to any matter arising hereunder or in relation herewith. The parties hereto irrevocably consent to service of process by mail or in any other manner permitted by relevant Law. 23.18 Waiver of Jury Trial EACH OF THE BORROWER PARTIES AND THE FINANCE PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS. ARTICLE 24 FORMAL DATE 24.1

Formal Date

For the purpose of convenience, this Agreement may be referred to as bearing formal date of June 26, 2015 irrespective of the actual date of its execution.

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ARTICLE 25 LANGUAGE 25.1

English Language

The parties hereto have expressly required that this Agreement and all deeds, documents and notices relating thereto be drafted in the English language. 25.2

Langue Anglaise

Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise. [INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement. FIERA CAPITAL CORPORATION, as Borrower Per: (s) Sylvain Brosseau Sylvain Brosseau President and Chief Operating Officer and Per: (s) Pierre Blanchette Pierre Blanchette Senior Vice President, Finance Address: 1501 McGill College Avenue Suite 800 Montreal, Quebec H3A 3M8 Attention: Sylvain Brosseau, President and Chief Operating Officer Telecopier: 514-954-5098 Email: [email protected]

FIERA US HOLDING INC., as Borrower Per: (s) Sylvain Brosseau Sylvain Brosseau President and Chief Operating Officer and Per: (s) Pierre Blanchette Pierre Blanchette Senior Vice President, Finance Address: 1501 McGill College Avenue Suite 800 Montreal, Quebec H3A 3M8 Attention: Sylvain Brosseau, President and Chief Operating Officer Telecopier: 514-954-5098 Email: [email protected]

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NATIONAL BANK OF CANADA, as Lender

Per: (s) Luc Bernier Luc Bernier Director

and Per: (s) Jonathan Campbell Vice President Address: 5th Floor 1155 Metcalfe Street Montréal, Québec H3B 4S9 Attention: Director Telecopier: 514-390-7850

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CAISSE CENTRALE DESJARDINS, as Lender

Per: (s) André Roy André Roy

and Per: (s) Dominique Parizeau Dominique Parizeau

Address: 1170 Peel Street Suite 300 Montréal, Québec H3B 0A9 Attention: Director Corporate Banking / Capital Markets Telecopier: 514-281-4317

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BANK OF MONTREAL, as Lender

Per: (s) Jean-François Benoît Jean-François Benoît Director And Per: (s) Charles Desroches Charles Desroches Associate Address: 105 St-Jacques Street 3rd Floor Montréal, Québec H2Y 1L6 Attention: Director Telecopier: 514-877-7704

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THE BANK OF NOVA SCOTIA, as Lender

Per: (s) Shiny Mathew Shiny Mathew Director and Per: (s) Vincent Giambrone Vincent Giambrone Associate Director Address: 40 King Street West Scotia Plaza - 62nd Floor Toronto, Ontario M5W 2X6 Attention: Director, Corporate Banking - Financial Institutions Telecopier: 416-933-7399

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ROYAL BANK OF CANADA, as Lender

Per: (s) Nicole Fang Nicole Fang Authorized Signatory Address: 4th Floor, South Tower Royal Bank Plaza P.O. Box 50, 200 Bay Street Toronto, Ontario M5J 2W7 Attention: Authorized Signatory Telecopier: 416-842-5320

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THE TORONTO-DOMINION BANK, as Lender

Per: (s) Raymond Cheung Raymond Cheung Director National Accounts And Per: (s) Blake Campbell Blake Campbell Associate Vice President National Accounts Address: 100 Wellington St. West, 26th Floor Toronto, ON, M5K 1A2 Attention: Ray Cheung, Director, National Accounts Telecopier: 416-842-5320

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NATIONAL BANK OF CANADA as Administrative Agent

Per: (s) Jonathan Campbell Jonathan Campbell Vice President and Per: (s) Luc Bernier Luc Bernier Director For purposes of all Draw Requests, Conversion Requests, Reduction Notice, Repayment Notice or Compliance Certificate as well as Financial Statements and Information: Address: Commercial Loan Servicing Syndication and Agency Group 500 Place d'Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Attention: Syndication Telecopier: 514-271-5294 E-mail: [email protected] For all other purposes: Address: 5th Floor 1155 Metcalfe Street Montréal, Québec H3B 4S9 Attention: Director Telecopier: 514-390-7850

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SCHEDULE "A" THE LENDERS AND THEIR COMMITMENTS

NAME OF LENDER

PRO RATA SHARE

CANADIAN TRANCHE COMMITMENT

US TRANCHE COMMITMENT

TOTAL COMMITMENT

National Bank of Canada

[Redacted]

[Redacted]

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

[Redacted]

[Redacted]

Bank of Montreal

[Redacted]

[Redacted]

[Redacted]

[Redacted]

The Bank of Nova Scotia

[Redacted]

[Redacted]

[Redacted]

[Redacted]

Royal Bank of Canada

[Redacted]

[Redacted]

[Redacted]

[Redacted]

The Toronto-Dominion Bank

[Redacted]

[Redacted]

[Redacted]

[Redacted]

100%

Cdn$290,000,000

Cdn$10,000,000

Cdn$300,000,000

TOTAL

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SCHEDULE "B" DEFINITIONS 1.

Definitions

"2012 Credit Agreement" has the meaning ascribed thereto in the first preamble paragraph hereof; "8645230" refers to 8645230 Canada Inc., a corporation constituted under the Laws of Canada and includes any successor thereto; "Accounts" refers collectively to the Cdn Dollar Account and the US Dollar Accounts and "Account" refers to any one thereof; "Account Branch" means the branch of the Administrative Agent located at 600 de la Gauchetière Street West, Level A, Transit 0001-1, Montréal, Québec, H3B 4L2, or such other branch of the Administrative Agent in Canada, as the Administrative Agent may specify from time to time; "Acquisition" with respect to any Person, means a transaction or series of transactions whereby such Person purchases, acquires or obtains: 1.

the Control of another Person;

2.

the whole or a substantial part of another Person's properties and assets; or

3.

the whole or a substantial part of a business, line of business or division of another Person;

the whole either directly or through Subsidiaries; "Acquisition Certificate" means a certificate, substantially in the form of the one attached hereto as Schedule "J" signed by one (1) Responsible Officer of the Canadian Borrower; "Administrative Agent" means National Bank of Canada, in its capacity as Administrative Agent for the Lenders for the purposes of this Agreement and the other Operative Documents, and includes any successor thereto in such capacity; "Administrative Agent's Accounts" means the bank accounts of the Administrative Agent designated from time to time by the Administrative Agent to the Lenders for purposes of making the inter-lender advances contemplated in Section 22.2; "Administrative Agent's Office" means generally, the office of the Administrative Agent located at 1155 Metcalfe Street, 5th Floor, Montreal, Quebec H3B 4S9 (to the attention of the Director), or such other office as the Administrative Agent may specify from time to time;

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"Administrative Agent's Cdn Prime Rate" means the rate of interest, expressed as an annual rate, quoted or announced on such day by the Administrative Agent in the City of Montréal, as being its reference rate then in effect for determining interest rates on commercial loans made in Canada (for Canadian Prime Rate Loans to the Canadian Borrower) or in the United States of America (for Canadian Prime Rate Loans to the US Borrower), in Canadian Dollars; "Administrative Agent's US Base Rate" means the rate of interest, expressed as an annual rate, quoted or announced on such day by the Administrative Agent in the City of Montréal, as being its reference rate then in effect for determining interest rates on commercial loans made in Canada, in US Dollars; "Advance" means any amount of money or credit advanced or to be advanced (as the context requires) to any Borrower pursuant to this Agreement, whether by way of Direct Advance by the Lenders, discounting of BAs by the Lenders or issue by the LC Issuing Lenders of LCs; "Affected Funds" has the meaning ascribed to it in Section 20.5; "Affected Lender" means a Lender who shall have issued a notice to the Administrative Agent pursuant to Section 20.1; "Affiliate" means any Person which, directly or indirectly, Controls, is Controlled by or is under direct or indirect common Control with, any other Person; "AML Legislation" has the meaning ascribed thereto in subsection 14.15.1; "Amendment and Restatement Date" has the meaning ascribed thereto in Section 12.1; "Applicable Law" means Law applicable to any specified Person, property, transaction or event or any of such Person's Business Assets, and any award of any Governmental Authority or arbitrator in any proceeding or action to which the Person in question is a party or by which such Person or any of its Business Assets is bound; "Assignment" or "Assign" means the sale, assignment, transfer or other disposition of any Loan or any portion thereof, of a Lender and the equivalent portion of the corresponding Revolving Commitment and other obligations of such Lender under this Agreement (provided that, even if no Loans are outstanding, the Revolving Commitment of any Lender may be transferred) but expressly excludes any Participation, and "Assigning", "Assignor" and "Assignee" have the correlative meanings; "Attributable Debt" means, with respect to any Person, in connection with any Sale and Leaseback Transaction, at any date as of which the amount thereof is to be determined, the lesser of (y) the fair market value of the property subject to such Sale and Leaseback Transaction (as determined in good faith by the board of directors of such Person) and (z) the total net amount of rent required to be paid by such Person under the lease which is the subject of such Sale and Leaseback Transaction during the remaining term thereof, (including the initial term and any period for which such lease may be renewed or extended), discounted from the respective due dates thereof to such date at the debt rate implicit in such lease per annum compounded annually.

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The net amount of rent required to be paid under any such lease for any such period shall be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated; "Authorization" means any authorization, approval, consent, exemption, licence, permit, franchise or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person's Business Assets or from any Person in connection with any easement, servitude or contractual rights; "Available Revolving Facility" means, as at any time, as determined by the Administrative Agent, the difference between (i) the applicable Tranche then in effect and (ii) the sum of the Revolving Loans then outstanding under such Tranche (including, for greater certainty, the Swingline Loans under such Tranche), expressed in the Equivalent in Canadian Dollars if any portion thereof is outstanding in US Dollars; "Available Swingline Facility" means, as at any time, as determined by each Swingline Lender, the difference between the Swingline Commitment Amount of such Swingline Lender then in effect and, in the case of the Canadian Swingline Facility, the Canadian Swingline Loan then outstanding and, in the case of the US Swingline Facility, the US Swingline Loan then outstanding; "BA" means, with respect to any Lender other than a Non-BA Lender, a Draft issued by the Canadian Borrower and accepted by such Lender pursuant to this Agreement and, with respect to a Non-BA Lender, means a BA Equivalent Note; "BA Equivalent Note" means, with respect to any Non-BA Lender, a non-interest bearing promissory note and any depository bill within the meaning of the Depository Bills and Notes Act (Canada); "Bank Product Provider" means a Lender in its capacity as a counterparty or provider of Bank Products and "Bank Product Providers" is the collective reference to all such Persons; "Bank Products" means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer, cash pooling and other cash management arrangements and commercial credit card and merchant card services provided to any Borrower Party; "Banking Day" means any Business Day which is also a day on which banks are generally open for commercial lending and foreign exchange business in London, England; "BA Liability", with respect to any Lender, means, as at any time, the aggregate of the face amount of the BAs accepted by such Lender under the Canadian Tranche and still outstanding,

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after deducting therefrom any amount held under Section 10.4 in connection with such BAs, and "BA Liabilities" refers collectively to the BA Liabilities of all Lenders; "BA Proceeds" means, with respect to any BA, the difference between the Discounted Proceeds thereof and the Stamping Fee relating thereto; "Bel Air" collectively refers to Bel Air Investment Advisors LLC and Bel Air Securities LLC; "Bel Air Acquisition" means the acquisition by the US Borrower of the Advisor Membership Interests (as such term is defined in the Bel Air Stock Purchase Agreement) and Broker-Dealer Membership Interests (as such term is defined in the Bel Air Stock Purchase Agreement) of each Seller (as such term is defined in the Bel Air Stock Purchase Agreement), the whole in accordance with the terms and conditions of the Woco Stock Purchase Agreement; "Bel Air Stock Purchase Agreement" refers to the Sale and Purchase Agreement dated as of September 3, 2013 entered into by and among the Borrower, Bel Air, the Sellers (as defined therein), the Selling Principals (as defined therein) and Todd Morgan, as the Seller Representative (as defined therein); "Borrowers" means collectively to the Canadian Borrower and the US Borrower and "Borrower" refers to any one thereof; "Borrower's Counsel" means (i) in Canada, Fasken Martineau DuMoulin LLP, (ii) in the United States of America, Davis Polk & Wardwell LLP, and (iii) in Luxembourg, Arendt & Medernach; "Borrower Parties" refers collectively, as at any time, to (w) the Borrowers, 8645230, Luxco, Woco and Bel Air Investment Advisors LLC, (x) any wholly-owned Subsidiary of the Canadian Borrower whose (i) non-consolidated EBITDA represents 5% or more of the consolidated EBITDA of the Canadian Borrower, (ii) non-consolidated revenues represent 5% or more of the consolidated revenue of the Canadian Borrower, or (iii) non-consolidated value of its Business Assets represents 5% or more of the consolidated value of the Business Assets of the Canadian Borrower shall be considered a Borrower Party, (y) any wholly-owned Subsidiary that is designated as a "Borrower Party" in accordance with the provisions of subsection 11.2.1, and (z) any direct or indirect wholly-owned Subsidiary of the Canadian Borrower through which the Canadian Borrower owns indirect Capital Stock in any Borrower Party, and "Borrower Party" refers to any one thereof; "Borrowing Date" means any day on which an Advance is made, whether it be a Drawdown, a conversion or a rollover; "Business Assets" means the property and assets, tangible and intangible, corporeal and incorporeal, movable and immovable, personal and real, of a specified Person; "Business Day" means any day excluding Saturday, Sunday and any other day which in Montréal (Québec) and Toronto (Ontario) is a legal holiday or a day on which banking institutions are authorized by Law or by local proclamation to close provided that with respect to

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any transaction under the terms hereof requiring a transfer of funds in US Dollars, there shall also be excluded any day which in New York, United States of America, is a legal holiday or a day on which banks are authorized by Law or by local proclamation to close; "Canadian Borrower" means Fiera Capital Corporation, a corporation constituted under the Laws of Ontario and includes any successor thereto; "Canadian Dollars" or "Cdn$" means the lawful currency of Canada; "Canadian LC Issuing Lender" means National Bank of Canada in its capacity as the Lender that, under the terms of Section 7.2, has the exclusive right to issue LCs under the Canadian Tranche and includes any successor thereto in such capacity; "Canadian LC Issuing Office" means the office of the Canadian LC Issuing Lender located at 1155 Metcalfe Street, 5th Floor, Montreal, Quebec, H3B 4S9, or such other office in Canada as the Canadian LC Issuing Lender may specify from time to time; "Canadian Swingline Commitment Amount" means, on any date, the lesser of (i) the Revolving Commitment of the Canadian Swingline Lender under the Canadian Tranche on such date and (ii) Cdn$[dollar amount redacted]; "Canadian Swingline Facility" means the swingline facility which the Canadian Swingline Lender has agreed to make available to the Canadian Borrower pursuant to subsection 2.1.2; "Canadian Swingline Lender" means National Bank of Canada and includes any successor thereof in such capacity; "Canadian Swingline Loan" means, as at any time, the aggregate of the principal amount of Advances of the Canadian Swingline Lender under the Canadian Tranche then outstanding under the Canadian Swingline Facility; "Canadian Tranche" means the portion of the Revolving Facility made available to the Canadian Borrower, as provided in Section 2.1.1.1; "Capital Stock" means common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a body corporate, equity preferred or common interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent such ownership interest; "Cash Equivalent Investments" " means: 1.

direct obligations of the Government of Canada, the United States of America, or France, or any other sovereign nation having a AA credit rating or more as attributed by S&P or its equivalent from Moody's, or obligations the principal of and interest on which are unconditionally guaranteed by, the government of Canada, the United States of America, France or any other sovereign nation (or by any agency thereof to the extent such obligations are backed by the full faith and credit of Canada, the United States of

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America, France or any such other sovereign nation), in each case maturing within one year of the date such Investment is made; 2.

marketable general obligations issued by any Province of Canada or by any State of the United States of America or any political subdivision of any such Province or State or any corporation or public instrumentality of Canada, the United States of America, France or any other sovereign nation, in each case maturing within one year of the date such Investment is made and, at the time of such Investment, having a credit rating of A1 from S&P or its equivalent from Moody's;

3.

Investments in commercial paper or other similar marketable promissory notes maturing no longer than twelve (12) months from the date such Investment is made and, at the time of such Investment, having a credit rating of A-1 from S&P or its equivalent from Moody's;

4.

Investments in certificates of deposit, banker's acceptances and Canadian or American time deposits maturing within twelve (12) months of the date such Investment is made, issued, guaranteed by or placed with, and money market deposit accounts issued or offered by (y) any Lender, or (z) any commercial bank or trust company organized or licensed under the Laws of Canada, the United States of America, France or any other sovereign nation member of the European Union, or any province of Canada or state of the United States of America, having a credit rating of A-1 from S&P or its equivalent from Moody's; and

5.

Investments in money market funds or other mutual funds that invest in, or repurchase obligations that are comprised of the types of Cash Equivalent Investments described in clauses 1 to 4 above;

"Cdn Dollar Account" means the Canadian Dollar account established on behalf of the Canadian Borrower by the Administrative Agent at the Account Branch pursuant to Section 22.4; "Cdn Dollar LC Liability", with respect to any Lender, means, as at any time, the Rateable Share of such Lender in the face amount of the LCs denominated in Canadian Dollars issued under the Canadian Tranche, and "Cdn Dollar LC Liabilities" refers collectively to the Cdn Dollar LC Liabilities of all Lenders; "Cdn Dollar Loan", with respect to any Lender, means, as at any time, the aggregate of the principal amount of Advances of such Lender then outstanding in Canadian Dollars under the Canadian Tranche, including the BA Liabilities and the Cdn Dollar LC Liability of such Lender; "Cdn Prime Rate" means for any Lender on any day, a rate per annum equal to the greater of (i) the Administrative Agent's Cdn Prime Rate on such date and (ii) the CDOR BA Rate for bankers' acceptances having a one (1) month maturity on such day plus 1%; "Cdn Prime Rate Basis" means the calculation of interest on the Cdn Prime Rate Loans, or any portion thereof, or on any other amount with respect to which this Agreement or any other

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Agreement contemplated hereunder stipulates that it shall bear interest at a rate established, calculated and payable in accordance with Sections 4.3 and4.5; "Cdn Prime Rate Loan", with respect to any Lender, means, as at any time, that portion of the Loans under the Canadian Tranche of such Lender with respect to which the Canadian Borrower has elected or, under the terms of this Agreement, is required to pay interest on a Cdn Prime Rate Basis, and, "Cdn Prime Rate Loans" means the aggregate of all Cdn Prime Rate Loans of all Lenders; "CDOR BA Rate" means on any day the annual rate of interest which is the rate determined as being the average of the quotations of all financial institutions listed in respect of the rate for Canadian Dollar bankers' acceptances for the relevant period displayed and identified as such on the "Reuters Screen CDOR Page" (as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time) as of 10:00 A.M. (Montreal time) on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 A.M. (Montreal time) to reflect any error in a posted rate of interest or in the posted average annual rate of interest with notice of such adjustment in reasonable detail evidencing the basis for such determination being concurrently provided to the Canadian Borrower). If such rates are not available on the Reuters Screen CDOR Page on any particular day, then the CDOR Rate on that day shall be the rates applicable to Canadian Dollar bankers' acceptances for the relevant period quoted for customers in Canada by the Administrative Agent as of 10:00 A.M. (Montreal time) on such day; or if such day is not a Business Day, then on the immediately preceding Business Day; "Change in Law" means, after the date hereof, (i) the adoption or the coming into force of any Law, directive, guideline (whether or not having the force of law) or the interpretation or the administration thereof by a Governmental Authority or other authority charged with such interpretation or administration, (ii) any change in any Law, directive or guideline (whether or not having the force of law), or in the interpretation or the administration thereof by any Governmental Authority or other authority charged with the interpretation or administration thereof, (iii) any reversal by any Governmental Authority or other authority of an interpretation of any Law, directive or guideline (whether or not having the force of Law); "Code" means the United States Internal Revenue Code of 1986, as amended from time to time; "Compliance Certificate" means a certificate, substantially in the form of the one attached hereto as Schedule "D", signed by one (1) Responsible Officer of the Canadian Borrower; "Conditions Precedent to the Amendment and Restatement " has the meaning ascribed to it in Section 12.1; "Control", "Controls" and "Controlled" has the meaning ascribed to it from time to time in the Canada Business Corporations Act (Canada), and "Controls" and "Controlled" shall have the correlative meanings; "Conversion Date" means any day on which a conversion or rollover is effected;

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"Conversion Request" means a notice, substantially in the form of the one attached hereto as Schedule "E", issued to the Administrative Agent by any Borrower pursuant to Section 8.1; "Counterparty" means, at any time and in respect of any Derivative Instrument, the counterparty of any Borrower Party under such Derivative Instrument at such time; "Debt for Borrowed Money", with respect to any Person, means, without duplication, such Person's: 1.

obligations for borrowed money, including, without limitation, interest-bearing and noninterest bearing debt;

2.

obligations under letters of credit or letters of guarantee or obligations to financial institutions who issued such letters of credit or letters of guarantee for the account of such Person;

3.

obligations under banker's acceptances, depository bills or depository notes (as these latter two expressions are defined in the Depository Bills and Notes Act (Canada);

4.

Purchase Money Obligations;

5.

obligations evidenced by bonds, debentures or promissory notes;

6.

redeemable shares of its Capital Stock which are either redeemable at the option of the holder thereof, are redeemable at a fixed date or are redeemable during fixed intervals, in each case during the Revolving Period or within the six months immediately following the Revolving Period. For the purposes hereof, the amount of Debt for Borrowed Money of any such Capital Stock which shall be taken into consideration at any time shall be the maximum fixed redemption or repurchase price therefor payable during the Revolving Period or within the six months immediately following the Revolving Period;

7.

Attributable Debt with respect to Sale and Leaseback Transactions;

8.

the negative Mark to Market Exposure of such Person pursuant to any Derivative Instrument; and

9.

obligations under Guarantees with respect to obligations referred to in paragraphs 1 to 8 inclusively;

"Default" means any one of the events set forth in article 17, the occurrence or failure to occur of which constitutes, or with the passage of time or the giving of notice or both, would constitute an Event of Default; "Derivative Instruments" means any interest rate swap, index swap, forward rate swap, commodity swap, floor transaction, cap transaction, collar transaction, currency swap, crosscurrency rate swap transaction, currency option, credit derivative transaction, or any other similar transaction (including any option with respect to any of these transactions) as well as any other transaction contemplated by the expression "swap transaction" in accordance with the

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2006 definitions of the International Swaps and Derivatives Association, Inc., as amended and supplemented from time to time; "Direct Advance" refers to any Advance with respect to which any Borrower has requested that interest thereon be calculated on a Cdn Prime Rate Basis (with respect to the Canadian Tranche), US Base Rate Basis or Libor Basis; "Discount Rate" means (i) with respect to any BA accepted by a Lender that is a bank under Schedule "I" of the Bank Act (Canada) and by Caisse centrale Desjardins, the CDOR BA Rate for the applicable Selected Period, and (ii) with respect to any BA accepted by any Lender that is not a bank under Schedule "I" of the Bank Act (Canada) or any BA Equivalent Note discounted by any Non-BA Lender, the CDOR BA Rate for the applicable Selected Period, plus 0.10%; "Discounted Proceeds" means, with respect to any BA, an amount equal to the result of the following mathematical formula, rounded to the nearest whole cent:

BA' s FACE AMOUNT X

1 1+ A

B C

where, "A" is the Discount Rate; "B" is the number of days comprised in the Selected Period selected by the Canadian Borrower with respect to the relevant BAs such Lender is requested to issue; and "C" is 365; "Distributions", with respect to any Person, means: 1.

the payment or declaration of any dividend or the making of any distribution of any kind or character (whether in cash or property but expressly excluding any such distribution by way of the payment of dividends by the issuance of common stock) in respect of any class of the Capital Stock of such Person or to the holders of any class of its Capital Stock;

2.

the purchase, redemption or other acquisition or retirement for value of any of its Capital Stock or of any options, warrants or rights to purchase or acquire shares of its Capital Stock, including, without limitation, a normal course issuer bid;

3.

the payment of management fees, commissions, guarantee fees and other fees to any holder of its Capital Stock; and

4.

the setting aside of any funds for any of the foregoing purposes;

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"Draft" means a blank non-interest bearing bill of exchange within the meaning of the Bills of Exchange Act (Canada) or a blank depository bill within the meaning of the Depository Bills and Notes Act (Canada), as applicable, drawn by any Borrower and addressed to a Lender, made payable to that Lender, bearer or a clearing house bearing such distinguishing letters and numbers and being in such form as each Lender may require; "Draw Request" means a notice, substantially in the form of the one attached hereto as Schedule "F", issued by any Borrower to the Administrative Agent in connection with any Drawdown requested by such Borrower under the terms hereof; "Drawdown" means a fresh Advance which is not derived from a conversion or rollover pursuant to article 8; "Drawdown Date" means any day on which a Drawdown is made; "Earn Out Obligations" means the amount recorded in the consolidated Financial Statements of the Canadian Borrower as at the end of the relevant Test Period in respect of any earn out obligations or similar performance payments or obligations of the Canadian Borrower or any of its Subsidiaries to any one or more sellers of the applicable assets or equity interests arising out of or in connection with an Acquisition, but excluding, however, the NBC Earnout Payments and the GMPIM Put Option Payments. For greater certainty Earn Out Obligations shall not include obligations under PSU Plans; "EBITDA", for any Test Period, means on a consolidated basis (but excluding non-Controlling interests including, for greater certainty, the interests of the GMPIM Key Executives in GMPIM Acquico), the net income of the Canadian Borrower before interest, taxes, depreciation, amortization and other non-cash items and shall (a) include (i) cash Distributions received from non-Controlled entities during the Test Period, (ii) the 3-year average EBITDA generated from performance-based revenues (net of related expenses) and (iii) projected net cost savings expected from synergies (as demonstrated, using reasonable assumptions, in the Acquisition Certificate) resulting from Permitted Acquisitions for the first four (4) fiscal quarters following the consumption thereof (up to a maximum amount per Permitted Acquisition (i) not to exceed 10% of the EBITDA of the business forming part of such Permitted Acquisition (as demonstrated in the Acquisition Certificate) or (ii) as otherwise agreed to by the Majority Lenders) but shall (b) exclude (i) extraordinary and unusual items, and (ii) non-recurring items; "Environmental Law" means any statute, Law, ordinance, code, rule, regulation, directive, guideline, policy, authorization, injunction, order in council, judgment, having force of law or being res judicata, as the case may be, with respect in whole or in part to the environment or its protection, adopted, issued or rendered by any Governmental Authority, court or arbitrator, including, without limitation, environmental permits; "Equivalent" means the equivalent in any currency of any value or sum denominated in any other currency using the Exchange Rate, the whole as calculated by the Administrative Agent as required under the terms hereof on the date that any such calculation is so required to be made;

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"ERISA" means the Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder, the whole as amended from time to time; "Event of Default" means any of the events described in article 17; "Exchange Rate" means, with respect to any Lender, the rate of exchange quoted by the Bank of Canada on the Business Day preceding the day as of which any determination of such rate is required to be made under the terms hereof, as the noon mid-market spot rate for conversions of the Original Currency into the Second Currency; "Excluded Swap Obligations" means with respect to any Borrower Party, any obligation (a "swap obligation") to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act of 1936 of the United States as amended (the "Commodity Exchange Act"), if, and to the extent that, the performance of such v of such swap obligation, including all or a portion of the guarantee of such Borrower Party of, or the grant by such Borrower Party of a Lien to secure, such swap obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act by virtue of such Borrower Party's failure for any reason not being an "eligible contract participant" as defined in the Commodity Exchange Act; "Existing BAs" has the meaning ascribed thereto in Section 5.12; "Existing Term Loans" refers to the term loans that are outstanding under the Principal Credit Agreement immediately prior to the Amendment and Restatement Date; "Federal Funds Effective Rate" means, for any day, an annual interest rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by the Administrative Agent; "Fiera Properties" refers to Fiera Properties Limited, a company incorporated under the Laws of Ontario for the purpose of managing real estate funds, and includes any successor thereto; "Finance Parties" refers collectively to the Lenders, the ISDA Providers, the Bank Product Providers and the Administrative Agent, and "Finance Party" refers to any one thereof; "Financial Statements" means, with respect to any Person, for any period, all prepared in accordance with GAAP, the balance sheet of such Person as at the end of such period and the related statements of income, of comprehensive income, of shareholders' equity and of cash flows for such period, setting forth in each case, in comparative form, the figures for the corresponding period of the previous fiscal quarter or for the previous fiscal year, as the case may be;

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"Funded Debt" means at any time, on a consolidated basis, Debt for Borrowed Money plus (i) Earn Out Obligations and (ii) obligations representing the deferred purchase price of property or services at such time less (i) non-restricted cash of the Borrowers and the other Borrower Parties who have provided unlimited Guarantees (up to a maximum amount of CDN$20,000,000) and (ii) Earn Out Obligations for Acquisitions entered into after the Amendment and Restatement Date in amounts not to exceed 10% of the purchase price of the related Acquisition but solely to the extent same is payable in cash or equity (and not solely in cash) at the option of the purchaser; "GAAP" means the generally accepted accounting principles (including International Financial Reporting Standards, as applicable) as in effect from time to time in Canada, except if the adoption of other accounting principles by the Borrowers is authorized from time to time by the Canadian Securities Authorities or another competent authority, in which case GAAP shall be meant to refer to such accounting principles; "GMPIM" means GMP Investment Management L.P.; "GMPIM Acquico" means Fiera Quantum Limited Partnership, a limited partnership constituted under the Laws of the Province of Quebec between 9276-5072 Québec Inc. and 8412596 Canada Inc., as limited partners, and Fiera Quantum GP Inc., as general partner, and includes any successor thereto; "GMPIM Acquisition" means the acquisition by GMPIM Acquico of substantially all of the assets related to GMP Diversified Alpha Funds, Diversified Alpha Funds II, Canadian ABCP Fund LP, Canadian ABCP Investment Fund, Canadian ABCP Fund (USA) LP, Canadian ABCP Fund II (USA) LP and any managed account (excluding the rainy day fund) managed by GMPIM, the whole in accordance with the terms and conditions of the GMPIM Asset Purchase Agreement; "GMPIM Asset Purchase Agreement" refers to the Securities and Asset Purchase Agreement dated as of January 18, 2013 between GMPIM, GMP Investment Management (Cayman), Ltd., GMPIM Trustee Inc., Proprietary Partner L.P., Proprietary Partner GP Corp., GMP Capital Inc., the GMPIM Key Executives and the Canadian Borrower; "GMPIM Key Executives" collectively refers to Jason Marks, Kevin Barnes, Greg Foss, Paul Liebovitz and Kirk Cooper and "GMPIM Key Executive" refers to anyone thereof; "GMPIM Limited Partnership Agreement" refers to the amended and restated limited partnership agreement dated as of April 30, 2013 with respect to GMPIM Acquico entered into between 9276-5072 Québec Inc. and 8412596 Canada Inc., as limited partners, and Fiera Quantum GP Inc., as general partner; "GMPIM Put Option Payments" means (i) the payment in cash by 9276-5072 Québec Inc. or (ii) the issuance by the Canadian Borrower of Class A shares of its capital stock as consideration for the repurchase price of any Capital Stock held directly or indirectly by any GMPIM Key Executive in GMPIM Acquico in accordance with the terms and provisions of the GMPIM Limited Partnership Agreement;

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"Governmental Authority" means Canada, the provinces thereof, the United States of America, any other sovereign country and any other regional, municipal, state, provincial, local or other subdivision of any such jurisdiction, and any other governmental entity of any such jurisdiction and includes any agency, department, commission, office, régie, ministry, tribunal, central bank or other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; "Guarantee Documents" is the collective reference to documents and agreements entered into from time to time pursuant to article 11; "Guarantees" means, with respect to any Person (the "First Person"), any Indebtedness of another Person (the "Second Person") which such First Person has guaranteed or in respect of which such First Person is liable, contingently or otherwise, including, without limitation, liable by way of agreement to purchase property or services, to provide funds for payment, to supply funds to or otherwise Invest in such Second Person, or to assure a creditor of such Second Person against loss, other than endorsements for collection or deposit in the ordinary course of business. Furthermore, "Guarantee" and "Guaranteeing" shall have correlative meanings; "Guaranteed Obligations" has the meaning ascribed thereto in Section 11.1; "Hazardous Materials" means any contaminant, pollutant, toxic substances, hazardous material, residual material, waste, dangerous goods, hazardous substances whether similar terms as such terms are defined in any Environmental Law; "Income Taxes" means taxes based on or measured by income or profit of any nature of kind; "Increase" has the meaning ascribed to it in Section 2.8.1; "Indemnified Parties" refers collectively to the Finance Parties, each of their Affiliates as well as their respective directors, officers, employees, advisors, representatives and agents and "Indemnified Party" refers to any one thereof; "Indemnified Taxes" has the meaning ascribed to it in Section 19.1; "Insolvency Event" means with respect to any Person, the occurrence of any of the following events: 1.

an order is made that such Person be wound up; or

2.

an order appointing a liquidator, an administrator or a provisional liquidator in respect of such Person is made, or one of them is appointed; or

3.

a receiver, receiver and manager, statutory manager, trustee or similar official, is appointed in respect of such Person or all or substantially all of its assets; or

4.

such Person enters into, or resolves to enter into, an arrangement or reconstruction or composition with, or assignment for the benefit of, all or any class of its creditors or it

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proposes a reorganization, moratorium or other administration involving any of them for reasons relating to insolvency; or 5.

such Person is or states that it is unable to pay its debts generally when they fall due; or

6.

such Person resolves to wind itself up, assigns itself into bankruptcy or commits any act of bankruptcy as such term is defined in the Bankruptcy and Insolvency Act (Canada) or in any other legislation applicable to such Person, or gives notice of its intention to do so for reasons relating to insolvency; or

7.

such Person takes any steps to obtain or is granted protection from its creditors, under any Applicable Law; or

8.

(a) the commencement of an involuntary proceeding against such Person (i) seeking bankruptcy, liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts, or other relief with respect to it or its debts under any bankruptcy laws or other customary insolvency actions or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets, the issuance of a writ of attachment, execution, or similar process, or like relief if, in each such case, subparagraphs (b), (c) or (d) of this paragraph 8 do not apply and such involuntary proceeding shall remain undismissed and unstayed for a period of thirty (30) days, (b) an order for relief is entered against such Person under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any other present or future federal bankruptcy or insolvency Laws of Canada or of the United States of America as now or hereafter in effect, (c) filing by such Person of an answer admitting the material allegations of a petition filed against it in any involuntary proceeding commenced against it, (d) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,or consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (e) consent by such Person to any relief referred to in this paragraph 8 or to the appointment of or taking possession by any such official in any involuntary proceeding commenced against it; or

9.

anything analogous or having a substantially similar effect to any of the events specified above happens under the Law of any applicable jurisdiction;

"Interest Coverage Ratio" means, for any Test Period, on a consolidated basis for such Test Period, the ratio of (i) EBITDA to (ii) the sum of Interest Expenses during such Test Period; "Interest Expenses" means, for any period, on a consolidated basis for the Canadian Borrower, without duplication, the sum of all interest expenses paid or required to be paid during such period (whether or not capitalized thereafter) including, without limitation, interest and discounts in respect of Debt for Borrowed Money, discounts and stamping fees in respect of bankers'

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acceptances, depository bills or depository notes (as these latter two expressions are defined in the Depository Bills and Notes Act (Canada)), fees with respect to the issuance of letters of credit or letters of guarantee and the interest portion of payments under capital leases; "Interest Payment Date" means: 1.

with respect to the Cdn Prime Rate Loans (under the Canadian Tranche) and the US Base Rate Loans, the first (1st) Business Day of each and every calendar month of each year with respect to amounts of interest accrued to and including the last day of the previous month and the last day of the Revolving Period, as applicable;

2.

with respect to the Libor Loans, for each Selected Amount; 2.1

the Selected Maturity Date applicable to such Selected Amount where the relevant Selected Period is 3 months or less; and

2.2

where the relevant Selected Period is greater than 3 months, the first Business Day following each period of 3 months during such Selected Period and the Selected Maturity Date applicable to such Selected Amount;

in each case, with respect to amounts of interest accrued to and including the immediately preceding day; and 3.

with respect to LC Fees and LC Fronting Fees, the first (1st) Business Day of each fiscal quarter of the Canadian Borrower and the last day of the Revolving Period;

"Investment" means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business) or contribution of capital to any other Person or any acquisition of Capital Stock, deposit accounts, certificates of deposit, mutual funds, bonds, notes, debentures or other securities of any other Person or any structured notes, and "Investing" and "Invested" shall have correlative meanings; "Investor Rights Agreement" refers to the investor rights agreement dated as of April 2, 2012 entered into between the Canadian Borrower (under its previous name Fiera Sceptre Inc.) and National Bank of Canada, as amended and supplemented from time to time; "ISDA Contracts" is the collective reference to the Derivative Instruments entered into from time to time between any Borrower Party and any Lender or any ISDA Provider, and "ISDA Contract" refers to any one thereof; "ISDA Provider" refers collectively to the Affiliates of the Lenders that entered into ISDA Contracts with any Borrower Party and delivered to the Administrative Agent an executed copy of an ISDA Provider Accession Certificate; "ISDA Provider Accession Certificate" means the instrument substantially in the form of the one attached hereto as Schedule "K";

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"Issuance Date" means: 1.

with respect to any BA, as the context requires, the date on which the relevant Lender accepted same, or the date on which the Canadian Borrower requested that such BA be accepted; and

2.

with respect to any LC, as the context requires, the date on which the relevant LC Issuing Lender issued same, or the date on which a Borrower requested that such LC be issued;

"Law" means all applicable provisions of laws, ordinances, codes, rules, regulations, orders, orders in council, directives, decrees, administrative orders, guidelines, policies of any governmental entity, as well as the applicable provisions of any treaty and any order and decree of any tribunal and arbitrator after the expiration of any appeal period; "LCs" is the collective reference to any outstanding letter of guarantee or any stand-by or other letter of credit (excluding a documentary letter of credit) and all renewals and substitutions therefor, issued from time to time by any LC Issuing Lender under the Revolving Facility, in accordance with the provisions hereof; "LC Fees" refers collectively to the fees payable pursuant to the provisions of Section 7.3; "LC Fronting Fees" refers collectively to the fees payable pursuant to the provisions of Section 7.4; "LC Issuing Lender" means any of the Canadian LC Issuer Lender or the US LC Issuer Lender and " LC Issuing Lenders" is the collective reference to the Canadian LC Issuer Lender or the US LC Issuer Lender; "LC Issuing Office" means either of the Canadian LC Issuing Office or the US LC Issuing Office; "LC Liability" with respect to any Lender, is the collective reference to the Cdn Dollar LC Liability and the US Dollar LC Liability of such Lender, and "LC Liabilities" means the aggregate of all LC Liabilities of all Lenders; "Lender" refers to any Person named in Schedule "A" hereto from time to time and includes any successor and assignee of such Person but does not include any Person which ceases to be a party hereto in accordance with the terms hereof, and "Lenders" is the collective reference to all such Persons; "Lenders' Counsel" means McCarthy Tétrault LLP; "Libor" means, for the Selected Period of any Selected Amount, the interest rate per annum, as a percentage, which appears on the Telerate Page 3750 as of 11:00 A.M., London (England) time, on the relevant Quotation Date. If such rate is not available on such day, "Libor" means, for the Selected Period of any Selected Amount, the interest rate per annum, as a percentage, which the Administrative Agent, in accordance with its normal practice, would be prepared to offer to leading banks in the London Interbank Market, for delivery on the first day of the Selected

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Period and for such Selected Period deposits in US Dollars of comparable amounts to such Selected Amount, at or about 11:00 A.M., London (England) time on the relevant Quotation Date; "Libor Loans", with respect to any Lender, means, as at any time, that portion of the Revolving Loan of such Lender with respect to which a Borrower has elected to pay interest on a Libor Basis, and "Libor Loans" means the aggregate of all Libor Loans of all Lenders; "Lien" means any interest in property, or the fruits, revenues or profits derived therefrom, securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a capital lease or in a sale and leaseback transaction), whether such right arises under common law, civil law, any Law or a contract, including, without limitation, prior claims (within the meaning of the Civil Code of Québec), by way of mortgage, pledge, charge, lien, assignment by way of security, hypothecation, security interest, hire purchase agreement, conditional sale agreement, deposit arrangement, deemed trust, title retention, capital lease, discount, factoring or securitization arrangement deemed trust, on recourse terms, and any right of a lessor pursuant to a lease or capital lease that would be capitalized in the balance sheet of the owner of such property or pursuant to an analogous deed with respect to property or the fruits or revenues or profits derived therefrom; "Loan" means collectively, with respect to any Lender, the Revolving Loan of such Lender then outstanding, and includes, with respect to the Swingline Lenders, its Swingline Loan, together with any other amount in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories, in each case, due and payable to such Lender and the Swingline Lender by any Borrower; and "Loans" means the aggregate of all Loans of all Lenders; "Loan Transfer Agreement" refers to an agreement substantially in the form of the one attached hereto as Schedule "G" whereby a Lender makes an Assignment; "Local Taxes" has the meaning ascribed to it in Section 19.1; "Loss Event" has the meaning ascribed to it in Section 20.5; "Luxco" refers to Gestion Fiera Capital S.à r.l., a société à responsabilité limitée (private limited liability company) existing under the laws of the Grand Duchy of Luxembourg, with a share capital of USD 816,969.74, having its registered office at 19, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés de Luxembourg (the Luxembourg Trade and Companies Register) under number B 180910, and includes any successor thereto; "Majority Lenders" means at any time if (i) there are two Lenders, both Lenders, (ii) there are more than two Lenders and at least 66 % of the Loans are due to one Lender or, if no Loans are then outstanding, the Revolving Commitment of one Lender represent at least 66 % of the Revolving Facility, two Lenders representing at least 66 % of the Loans then outstanding or of the Revolving Commitment of all the Lenders, as the case may be, and (iii) there are more than two Lenders and none of them is owed at least 66 % of the Loans or, if no Loans are then

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outstanding, the Revolving Commitment of one Lender does not represent at least 66 % of the Revolving Facility, the Lenders to which at least 66 % of the Loans are due or, if no Loans are then outstanding, Lenders whose Revolving Commitments represent at least 66 % of the Revolving Facility; "Mark to Market Exposure" in connection with a Person's liability under any Derivative Instrument to which it is a party, means, as at any determination date, the amount determined by the Counterparty under such Derivative Instrument, using the standard methodology by such Counterparty, as being the mark to market value of such Derivative Instrument as of such day; "Material Adverse Effect" means the occurrence or the failure to occur of any event or series of events which (a) has or could have a material adverse effect (i) upon the business, liabilities, affairs, assets, operations, management, properties or condition (financial or otherwise) of any Borrower Party or (ii) on the ability of any Borrower Party to perform its obligations under the Operative Documents, or (b) has, could have or could result in a Guarantee granted pursuant to the Operative Documents ceasing to be in full force and effect; "Material Contracts" means the clients agreements and contracts to which any Borrower Party is a party and which generates annual revenues exceeding Cdn$5,000,000; "Material Permits" means all licences, permits, approvals, registrations and qualifications held by any Borrower Party from time to time the termination of which would have a Material Adverse Effect; "Multiemployer Plan" means any Plan which is a multiemployer plan (as such term is defined in Section 4001(a)(3) of ERISA); "Natcan" means Natcan Investment Management Inc.; "Natcan Acquisition" means the acquisition by the Canadian Borrower of all of the Natcan's right, title and interest in, to and under, or relating to, the assets, property and undertaking, owned or used or held by the Natcan for use in, or relating to the business of providing investment management services with respect to securities and derivatives to an institutional clientele, the whole in accordance with the terms and conditions of the Natcan Asset Purchase Agreement; "Natcan Acquisition Documents" collectively refers to the Natcan Asset Purchase Agreement and all documents accessory thereto including, without limitation, the asset under management agreement entered into between Natcan, the Canadian Borrower and National Bank of Canada; "Natcan Asset Purchase Agreement" refers to the asset purchase agreement dated as of February 24, 2012, as amended as of March 30, 2012, between Natcan, the Canadian Borrower and National Bank of Canada; "NBC Earnout Payments" means the sum of (i) the annual Cdn$8,500,000 payments to be made by the Canadian Borrower to National Bank of Canada in cash or through the issuance of its Capital Stock at the option of the Canadian Borrower during the seven (7) years following the

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closing of the Natcan Acquisition, and (ii) the Cdn$15,000,000 bonus payable by the Canadian Borrower to National Bank of Canada in cash or through the issuance of its Capital Stock following such seven (7) year period if Natcan achieves National Bank of Canada related revenue and asset under management targets for its 2018 fiscal year, the whole in accordance with and subject to the terms and conditions set out in the Natcan Asset Purchase Agreement; "Non-BA Lender" means any Lender which does not or cannot in the ordinary course of business accept bills of exchange under the Bills of Exchange Act (Canada) or depository bills under the Depository Bills and Notes Act (Canada), which would constitute banker's acceptances for the remaining Lenders, and "Non-BA Lenders" is the collective reference to all such Persons; "Non-Hostile Acquisition" means an Acquisition by any Borrower of the Capital Stock of another Person in respect of which Acquisition the board of directors (or other entity having similar powers and obligations) of such other Person has agreed to recommend acceptance; "Operative Documents" refers collectively to this Agreement, the Guarantee Documents, the ISDA Contracts and each document, instrument or agreement entered into by or between any Borrower Party, any Finance Party or any other Person in connection with the transactions contemplated herein or therein or which is supplemental hereto or thereto, and "Operative Document" refers to any one thereof; "Original Currency" has the meaning ascribed to it in Section 23.7; "Other Unsecured Debt" means unsecured Debt for Borrowed Money not exceeding CDN$75,000,000 in the aggregate at any time to the extent (a) same matures after the end of the Revolving Period, and (b) no repayment of principal or repurchase thereof is permitted prior (or concurrently with) the end of the Revolving Period; "PBGC" means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its functions; "Participation" means the sale or granting by any Lender of any participating interest in any Loan owing to such Lender and in the Revolving Commitment of such Lender or any other interest of such Lender under this Agreement, provided however, that (a) the granting or sale of such participating interest does not result in any change to the obligations of such Lender under this Agreement to any other party hereto, nor does it provide the purchaser or grantee of such interest with any rights hereunder, (b) such Lender shall remain a party to this Agreement and solely responsible for the performance of its obligations hereunder, (c) the Borrowers and the Finance Parties shall continue to deal solely and directly with such Lender in connection with this Agreement, (d) the purchaser or grantee or such interest shall not be considered as a "Lender" pursuant to this Agreement and (e) all amounts payable by the Borrowers to such Lender shall be determined as if such Lender had not granted such Participation; "Pension Plan" means any plan, program, arrangement or understanding that provides pension or retirement benefits (whether or not registered under any applicable pension benefits or Tax Laws in Canada) which is maintained or contributed to by (or to which there is or may be an

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SCHEDULE B – PAGE 20 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

obligation to contribute of) a Borrower Party in respect of any individual's employment in Canada or a province or territory thereof with a Borrower Party; "Permitted Acquisition" means any Acquisition by a Borrower Party (i) where the Person, the shares or the assets of which are being acquired pursuant to such Acquisition, carries out the same activities as such Borrower Party, as contemplated in Section 13.23, (ii) that contributes positively to the consolidated EBITDA of the Canadian Borrower as established on a pro forma basis, on the basis of the most recent audited, if available, or otherwise unaudited consolidated financial statements of the Person, the shares or the assets of which are being acquired pursuant to such Acquisition, (iii) that could not be reasonably expected to have a Material Adverse Effect, (iv) where the Person, the shares of which are being acquired pursuant to such Acquisition, is not involved in any material litigation, and (v) that constitutes a Non-Hostile Acquisition; "Permitted Liens" means, as at any time, any one or more of the following: 1.

with respect to any Borrower Party, any Lien: 1.1

for Taxes not yet due or, if due, the validity of which is being contested diligently and in good faith by or on behalf of such Borrower Party, and for which such Borrower Party has set aside appropriate reserves on its books, as and if required by GAAP;

1.2

of any judgment rendered or claim filed against such Borrower Party, which such Borrower Party or others on its behalf shall be contesting diligently and in good faith, and for which such Borrower Party has set aside appropriate reserves on its books, as and if required by GAAP;

1.3

undetermined or inchoate Liens arising under statutory provisions that relate to obligations not yet due or delinquent, the validity of which is being contested diligently and in good faith by or on behalf of such Borrower Party, and for which such Borrower Party has set aside appropriate reserves on its books, as and if required by GAAP; and

1.4

securing Purchase Money Obligations permitted to be outstanding under subsection 16.2.3, provided that each such Lien only affects the property with respect to which the Purchase Money Obligation it secures was incurred;

"Person" means an individual, corporation, estate, partnership, trust, joint venture, legal person, other legal entity, unincorporated association or Governmental Authority; "Plan" means an "employee pension benefit plan" (as defined in Section 3 of ERISA) which is subject to ERISA and is or has been established or maintained, or to which contributions are or have been made, by a Borrower Party or any of its Related Persons, or an employee pension benefit plan which is subject to ERISA and as to which a Borrower Party or any of its Related Persons would be treated as a contributing sponsor under Section 4069 of ERISA if it were to be

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terminated, or such a plan which is subject to ERISA and as to which a Borrower Party or any of its Related Persons would be treated as a contributing sponsor under Section 4212(c) of ERISA; "Principal Credit Agreement" has the meaning ascribed thereto in the second preamble paragraph hereof; "Proceeds of Realization" refers to any and all monies received, collected, generated or that arose from the exercise of any Rights, Remedies and/or Recourses including any monies involved in any operation of compensation or set-off; "PSU Plan" means, with respect to the Canadian Borrower or any Subsidiary of the Canadian Borrower, any compensation, performance or participation unit plan, program or similar arrangement of the Canadian Borrower or such Subsidiary, established for the benefit of its officers and key employees, including in relation to the Permitted Acquisition of any Person that shall thereafter become a Subsidiary, to the extent that such plan, program or similar arrangement is established for purposes of retaining such officers and key employees; "Purchase Money Obligation" means, with respect to any Person, any indebtedness incurred in respect of the cost of acquisition of corporeal movable or immovable property, including by way of conditional sales contract, lease or capital lease that would be capitalized in the balance sheet of the owner of such property, in accordance with GAAP, which indebtedness existed at the time of acquisition, or was created, issued, incurred, assumed or Guaranteed approximately at the same time as the acquisition and includes any extension, renewal or refinancing of any such indebtedness if the amount thereof outstanding on the date of such extension, renewal or refinancing is not increased, it being expressly understood that "Purchase Money Obligation" shall not include any indebtedness incurred in connection with any Sale and Leaseback Transaction; "Quotation Date" means, in relation to any Selected Period, the day on which quotations would ordinarily be given by prime banks in the relevant interbank market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Selected Period provided that, if, for any such Selected Period, quotations would ordinarily be given on more than one date, the Quotation Date for that Selected Period shall be the last of those dates. As of the Amendment and Restatement Date, the Quotation Date for a Selected Period relating to a Libor Loan is two (2) Banking Days' prior to the first day of such Selected Period; "Rateable Share" means, with respect to any Lender: 1.

in connection with the fees, expenses and costs as well as the Proceeds of Realization and the Realization Costs, the credit and compensating balances and indemnities, the ratio of the Revolving Loan of such Lender to the Revolving Loans; and

2.

with respect to each Tranche, the ratio of the Revolving Commitment of such Lender under such Tranche to such Tranche;

provided, however, that, prior to any Swingline Redistribution in connection with any Advance or repayment, for the purpose of determining the Rateable Share of any Lender as it pertains to

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the Canadian Tranche or the US Tranche (as the case may be), the Swingline Commitment Amount shall not be considered to form part of the applicable Tranche or of the Revolving Commitment of the applicable Swingline Lender, and the Swingline Loans shall not be considered to form part of the Loans of the applicable Swingline Lender; "Ratios" refers collectively to the financial ratios referred to in Section 15.1; "Realization Costs" refers collectively to: 1.

all costs and expenses incident to the exercise of Rights, Remedies and/or Recourses including reasonable fees and out-of-pocket expenses of counsel, accountants and other professionals, escrow fees, recording fees, broker's fees, any fees, costs and expenses incurred in connection with any sale or foreclosure of any property or assets, and all applicable transfer and mutation taxes that may be imposed by reason of any such sale or foreclosure and the delivery of any and all instruments in connection therewith;

2.

any claim or debt, in principal, interest, fees and accessories which, notwithstanding the provisions of this Agreement, by Law is payable by preference over the Loans; and

3.

the fees, costs and expenses of the Finance Parties, including, without limitation, any indemnity in favour of any one thereof;

"Reduction Notice" means a notice, substantially in the form of the one attached hereto as Schedule "H", issued by a Borrower to the Administrative Agent in connection with any cancellation or reduction of the Revolving Facility; "Registration" means any notice to or filing, publication, recording or registration with any Governmental Authority having jurisdiction with respect to any specified Person, transaction or event, or any of such Person's Business Assets; "Related Person" means any trade or business, whether or not incorporated, which, together with a Borrower Party or any of its Subsidiaries is treated as a single employer under Section 414 of the Code; "Release" shall mean (i) when used as a verb: release, spill, leak, emit, deposit, discharge, leach, migrate, dump, issue, empty, place, seep, exhaust, abandon, bury, incinerate or dispose into the environment and (ii) when used as a noun, has a correlative meaning; "Relevant Margin" has the meaning ascribed to it in Schedule "C"; "Repayment Notice" means a notice, substantially in the form of the one attached hereto as Schedule "I", issued by any Borrower to the Administrative Agent in connection with any repayment of the whole or any part of the Loans; "Required Lenders" means, for any purpose, either the Majority Lenders or all of the Lenders depending on who has the authority to instruct the Administrative Agent for that purpose as provided for in this Agreement;

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"Reset Date" has the meaning ascribed to it in Schedule "C"; "Resigning Administrative Agent" has the meaning ascribed to it in subsection 21.15.1; "Responsible Officer" means, with respect to any Person, the president, the chief executive officer, the chief financial officer, a vice-president, the corporate secretary or the assistant corporate secretary of such Person, provided that, with respect to financial matters, one of the Responsible Officers shall be the president, chief executive officer or the chief financial officer of the Canadian Borrower; "2013 Restated Credit Agreement" has the meaning ascribed thereto in the second preamble paragraph hereof; "Revolving Commitment" means, with respect to any Lender, at any time, the aggregate amount which such Lender has agreed to make available to a Borrower pursuant to subsection 2.1.1, and includes, with respect to the Swingline Lenders, the Swingline Commitment Amount, and "Revolving Commitments" refers collectively to the Revolving Commitments of all Lenders; "Revolving Facility" as at any time, refers collectively to the aggregate of the Revolving Commitments of the Lenders at such time; "Revolving Loan", with respect to any Lender, means, as at any time, the aggregate of the principal amount of Advances of such Lender then outstanding in Canadian Dollars under the Canadian Tranche and in US Dollars under the Revolving Facility, including the BA Liability and the LC Liability of such Lender and "Revolving Loans" refers collectively to the Revolving Loans of all the Lenders; "Revolving Period" has the meaning ascribed thereto in subsection 2.5.1; "Rights, Remedies and/or Recourses" with respect to any Person, refers to any personal action, provisional measure, any other real or personal right, any other remedy, whether or not hypothecary, or whether same is exercised under the terms of any security or any other recourse whatsoever and including: 1.

the right to accelerate any indebtedness owed to such Person or to demand payment of any indebtedness payable on demand or to demand payment under any Guarantee;

2.

the right to institute or prosecute any litigation;

3.

the right, whether legal or conventional, to effect compensation or set-off;

4.

the right to initiate or prosecute insolvency proceedings or enforcement proceedings; and

5.

the exercise of the rights or a creditor under any bankruptcy, insolvency, reorganization and enforcement proceeding;

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"Sale and Leaseback Transaction", with respect to any Person, means any transaction or series of transactions whereby such Person sells, transfers or otherwise disposes of any of its properties and assets to another Person and within one (1) year of such sale, transfer or other disposition such Person leases or rents, as lessee, the same property under a lease, the term of which (including the initial term and any period for which the lease may be renewed or extended) exceeds two (2) years; "Sales Taxes" means sales, transfer, turnover or value added taxes of any nature or kind, including Canadian goods and services taxes and federal, state and provincial sales and excise taxes; "Samson Acquisition" means the acquisition by the Canadian Borrower of, inter alia, all of the issued and outstanding limited liability company interests in Samson Capital Advisors LLC and all of the issued and outstanding revenue interests of the holders thereof in Samson, the whole in accordance with the terms and conditions of the Sale and Purchase Agreement dated as of February 11, 2015 entered into by and among the Canadian Borrower, the Sellers (as defined therein) and Roy J. Zuckerberg, as the Seller Representative (as defined therein); "Second Currency" has the meaning ascribed to it in Section 23.7; "Selected Amount" means, with respect to each Lender: 1.

in connection with BAs, the aggregate face amount of BAs of such Lender having the same Borrowing Date and Selected Maturity Date and outstanding or requested to be outstanding under the Revolving Facility;

2.

in connection with Libor Loans, such portion of the aggregate principal amount of the Libor Loans of such Lender outstanding or requested to be outstanding under the Revolving Facility for a Selected Period;

3.

in connection with LCs, the Rateable Share of such Lender of the maximum liability of each LC Issuing Lender under each LC outstanding or requested to be outstanding under the relevant Tranche;

"Selected Maturity Date" means, with respect to BAs, Libor Loans and LCs, the maturity date selected by the Borrower concerned under any Draw Request or Conversion Request, as the case may be; "Selected Period" means, with respect to any Selected Amount, the period commencing as of and from the Borrowing Date applicable to such Selected Amount up to and including the day preceding the Selected Maturity Date applicable to such Selected Amount; "Stamping Fee" refers to the fee payable with respect to any BA pursuant to the provisions of Section 5.4; "Stand-By Fees" refers collectively to the fees payable pursuant to the provisions of Section 9.1;

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"Subsidiary" of any Person means any Person (i) which is Controlled, directly or indirectly by such first Person or (ii) a majority of whose Voting Capital Stock, on a fully diluted basis, is owned directly or indirectly, beneficially or otherwise, by such first Person. A Person shall be deemed to be a Subsidiary of another Person if it is a Subsidiary of a Person that is that other's Subsidiary; "Substitute Basis" means the substitute basis for the BA Liabilities or the Libor Loans referred to in subsection 20.2.2; "Swingline Commitment Amount" means the Canadian Swingline Commitment Amount or the US Swingline Commitment Amount (as the case may be), and "Swingline Commitment Amounts" is the collective reference to both; "Swingline Facility" means the Canadian Swingline Facility or the US Swingline Facility, and "Swingline Facilities" is the collective reference to both; "Swingline Lender" means the Canadian Swingline Lender or the US Swingline Lender, and "Swingline Lenders" is the collective reference to all such Persons; "Swingline Loans" is a collective reference to the Canadian Swingline Loan and US Swingline Loan and "Swingline Loan" is a reference to either one thereof, as the context requires; "Swingline Prime Rate Loan" means, as at any time, that portion of the Canadian Swingline Loan with respect to which the Canadian Borrower is required to pay interest on a Prime Rate Basis; "Swingline Redistribution" means a redistribution among the Lenders of the amounts outstanding under the Revolving Loans under Canadian Tranche and the Canadian Swingline Loan, or, as the case may be, the Revolving Loans under the US Tranche and the US Swingline Loan, the whole as contemplated in Section 22.9; "Swingline US Base Rate Loan" means, as at any time, that portion of the US Swingline Loan with respect to which the US Borrower is required to pay interest on a US Base Rate Basis; "Taxed Party" has the meaning ascribed to it in Section 19.1; "Taxes" means all taxes of any kind or nature whatsoever including capital taxes, realty taxes (including utility charges which are collectible like realty taxes), business taxes, property transfer taxes, Income Taxes, Sales Taxes, levies, stamp taxes, royalties, duties, and all fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the Amendment and Restatement Date or at any time in the future, by any Governmental Authority having power to tax, together with penalties, fines, additions to tax and interest thereon, and "Tax" shall have a correlative meaning; "Termination Event" means (i) a transaction in connection with which a Borrower Party could be subject to either a civil penalty assessed pursuant to section 502(i) of ERISA or a tax imposed by section 4975 of the Code; (ii) a termination or withdrawal from any Plan (other than a

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Multiemployer Plan) in such a manner, or any other action with respect to any such Plan (including, without limitation, a substantial cessation of operations within the meaning of section 4062(e) of ERISA), which could result in any liability of a Borrower Party to the PBGC, or to a trustee appointed under section 4042(b) of ERISA; (iii) a termination of a Plan such that a Borrower Party incurs liability to the PBGC under section 4064 of ERISA; (iv) the existence of an accumulated funding deficiency (as defined in section 302 of ERISA or section 412 of the Code) with respect to any Plan (other than a Multiemployer Plan) which could result in any liability of a Borrower Party; (v) a complete or partial withdrawal from a "multiemployer plan" (as described in section 4063(a) of ERISA) or a Multiemployer Plan in such a manner which could result in any liability of a Borrower Party to any such plan; and (vi) a failure to make full payment when due of all amounts with respect to any Plan which, under Section 412(m) of the Code, a Borrower Party or any Related Person is required to pay as contributions thereto; "Test Period" means any period of four consecutive fiscal quarters of the Canadian Borrower; "Tranches" means collectively the Canadian Tranche and the US Tranche of the Revolving Facility and "Tranche" means any one of same; "Type" means, with respect to any Advance, its nature as a Cdn Prime Rate Loan (with respect to the Canadian Tranche), US Base Rate Loan, Libor Loan, as an issue of BAs (with respect to the Canadian Tranche) or as an issue of LCs; "UBS" means UBS Global Asset Management (Canada) Inc.; "UBS Acquisition" means the acquisition by the Canadian Borrower of the Purchased Assets (as such term is defined in the UBS Asset Purchase Agreement), the whole in accordance with the terms and conditions of the UBS Asset Purchase Agreement; "UBS Asset Purchase Agreement" refers to the Asset Purchase Agreement dated as of December 10, 2012 between UBS and the Canadian Borrower; "US Base Rate" means, for any Lender on any day, a rate per annum equal to the greater of (x) the annual rate of interest established by the Administrative Agent as being its reference rate then in effect for determining interest rates for commercial loans denominated in US Dollars made in Canada (in the case of US Base Rate Loans made under the Canadian Tranche) or made in New York City (in the case of US Base Rate Loans made under the US Tranche); and; (y) the Federal Funds Effective Rate on such day plus 1.0% and (z) only in the case of US Base Rate Loans made under the US Tranche, the Libor that would apply on such day for a period of one month, plus 1.0%; "US Base Rate Basis" means the calculation of interest on the US Base Rate Loans, or any portion thereof, or on any amount with respect to which this Agreement or any other document contemplated hereunder stipulates that it shall bear interest at a rate established, calculated and payable in accordance with the provisions of Sections 4.4 and 4.5; "US Base Rate Loans" means, with respect to any Lender, as at any time, that portion of the US Dollar Loan of such Lender, with respect to which a Borrower has elected or, under the terms

MT DOCS 14602927v4

SCHEDULE B – PAGE 27 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

of this Agreement, is required to pay interest on a US Base Rate Basis, and "US Base Rate Loans" means the aggregate of all US Base Rate Loans of all Lenders; "US Borrower" means Fiera US Holding Inc., a corporation constituted under the Laws of Delaware and includes any successor thereto; "US Dollar Account" means, the US Dollar account established on behalf of a Borrower by the Administrative Agent at the Account Branch pursuant to Section 22.4, and "US Dollar Accounts" is a collective reference to both or, with respect to the US Swingline Facility, a US Dollar account established on behalf of the US Borrower by the US Swingline Lender (to the extent same is not the Administrative Agent); "US LC Issuing Lender" means National Bank of Canada in its capacity as the Lender that, under the terms of Section 7.2, has the exclusive right to issue LCs under the US Tranche and includes any successor thereto in such capacity; "US LC Issuing Office" means the office of the US LC Issuing Lender located at 1155 Metcalfe Street, 5th Floor, Montreal, Quebec, H3B 4S9, or such other office in Canada or the United States as the US LC Issuing Lender may specify from time to time; "US Dollar LC Liability", with respect to any Lender, means, as at any time, the Rateable Share of such Lender in the face amount of the LCs denominated in US Dollars issued under the Revolving Facility, and "US Dollar LC Liabilities" refers collectively to the US Dollar LC Liabilities of all Lenders; "US Dollar Loan, with respect to any Lender, means, as at any time, the aggregate of the principal amount of Advances of such Lender then outstanding in US Dollars under the Revolving Facility, including the US Dollar LC Liability of such Lender; "US Dollars" or "US$" means the lawful currency of the United States of America; "US Swingline Commitment Amount" means, on any date, the lesser of (i) the Revolving Commitment of the US Swingline Lender under the US Tranche on such date and (ii) Cdn$[dollar amount redacted]; "US Swingline Facility" means the swingline facility which the US Swingline Lender has agreed to make available to the US Borrower pursuant to subsection 2.1.3; "US Swingline Lender" means National Bank of Canada and includes any successor thereof in such capacity, provided that the US Borrower shall be entitled with the consent of the Administrative Agent to replace such US Swingline Lender by another Lender who agrees to become a US Swingline Lender and has a Revolving Commitment under the US Tranche; "US Swingline Loan" means, as at any time, the aggregate of the principal amount of Advances of the US Swingline Lender under the US Tranche then outstanding under the US Swingline Facility;

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SCHEDULE B – PAGE 28 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

"US Tranche" means the portion of the Revolving Facility made available to the US Borrower, as provided in Section 2.1.1.2; "Voting Capital Stock" means Capital Stock of a Person which carries voting rights or the right to Control such Person generally, provided that Capital Stock which carries the right to vote or Control conditionally upon the happening of an event shall not be considered Voting Capital Stock until the occurrence of such event and then only during the continuance of such event; "Woco" means Wilkinson O'Grady & Co., Inc., a corporation constituted under the laws of Delaware and includes any successor thereto; "Woco Acquisition" means the acquisition by USA Acquico of the Shares (as such term is defined in the Woco Stock Purchase Agreement) of Woco, the whole in accordance with the terms and conditions of the Woco Stock Purchase Agreement; "Woco Stock Purchase Agreement" refers to the Stock Purchase Agreement dated as of September 3, 2013 relating to the purchase and sale of 100% of the common stock of Woco entered into between Woco, the Canadian Borrower, Financial Advice & Management Engineering (FAME) USA, Inc. and the other sellers party thereto. 2.

Additional References

To the extent the context so admits, any reference in this Agreement, or in any agreement ancillary thereto, to: 2.1

"arm's length" shall be construed in the same manner it is used in the Income Tax Act (Canada);

2.2

"fair market value" shall be construed as the price, expressed in terms of money and money's worth, available in an open and unrestricted market between informed and prudent parties, each acting at arm's length, where neither party is under any compulsion to act;

2.3

"include", "includes" and "including" shall be construed to be followed by the statement "without limitation" and none of such terms shall be construed to limit any word or statement which it follows to the specific or similar items or matters immediately following it;

2.4

"losses and expenses" shall be construed as losses, costs, expenses, damages, penalties, causes of action, actions, judgments, suits, proceedings, claims, claims over, demands and liabilities, including any applicable court costs and reasonable legal fees and disbursements on a solicitor and client basis, and "loss and expense" shall be construed in like manner;

2.5

"rights" shall be construed as rights, powers, authorities, discretions, privileges, immunities and remedies (actual or contingent, direct or indirect, matured or not,

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SCHEDULE B – PAGE 29 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

now existing or arising hereafter), whether arising by contract or statute, at law, in equity or otherwise, and "right" shall be construed in like manner;

3.

2.6

"obligations" shall be construed as indebtedness, obligations, responsibilities, duties and liabilities (actual or contingent, direct or indirect, matured or not, now existing or arising hereafter), whether arising by contract or statute, at law, in equity or otherwise, and "obliged", "obligation" and "obligated" shall be construed in like manner;

2.7

"successor" of a body corporate shall be construed so as to include (i) any amalgamated or other corporation of which such body corporate or any of its successors is one of the amalgamating or merging corporations, (ii) any corporation resulting from any court approved arrangement of which such body corporate or any of its successors is party, (iii) any corporation resulting from the continuance of such body corporate or any successor of it under the laws of another jurisdiction of incorporation and (iv) any successor (determined as aforesaid or in any similar or comparable procedure under the laws of any other jurisdiction) of any corporation referred to in clause (i), (ii) or (iii).

References to Agreements

Each reference in this Agreement to any agreement (including this Agreement and any other defined term that is an agreement) shall be construed so as to include such agreement (including any attached schedules) and each amendment, supplement, amendment and restatement, novation and other modification made to it at or before the time in question. The terms "this Agreement", "this Credit Agreement", "this Amended and Restated Credit Agreement", "hereof", "hereunder" and similar expressions refer to this agreement and not to any particular Article, Section, subsection, paragraph, subparagraph, clause or other portion of this agreement. 4.

Reference to Statutes

Each reference in this Agreement to any code, statute, regulation, official interpretation, directive or other legislative enactment of any Canadian, US or other foreign jurisdiction (including any political subdivision thereof) shall be construed so as to include such code, statute, regulation, official interpretation, directive or enactment and each amendment, reenactment, reissuance or replacement thereof made at or before the time in question.

MT DOCS 14602927v4

SCHEDULE "C" DEFINITION OF RELEVANT MARGIN AND STAND-BY FEE Relevant Margin is Level

When R is

I

The Stand-By Fee2 shall be

Section 5.3 (Cdn Prime Rate Loans)

Section 5.4 (US Base Rate Loans)

Section 7.3 (Libor Loans)

R< 1.0

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

II

1.0 1.5

R<

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

III

1.5 2.0

R<

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

IV

2.0 2.5

R<

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

V

2.5 3.0

R<

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

VI

3.0 3.5

R<

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

VII

R

[Redacted]

[Redacted]

[Redacted] [Redacted] [Redacted] [Redacted]

3.5

Section 6.4 (Stamping Fee)

Section 8.3.1 (LC Fee1)

Where "R" means the ratio of Funded Debt to EBITDA, such expressions having the same meaning as that ascribed thereto in Schedule "B" of the Credit Agreement. For the purposes of the calculations required to be made under this Schedule, the ratio of Funded Debt to EBITDA shall be determined on the day (the "Reset Date") which is three (3) Business Days after the Administrative Agent receives the Compliance Certificate and Financial Statements pursuant to Section 15.2 or 15.3, as the case may be, with respect to the fiscal quarter most recently ended. The first Reset Date shall occur on the day which is three (3) Business Days after the Administrative Agent receives the Compliance Certificate and Quarterly Financial Statements for the fiscal quarter ending on June 30, 2015. Any adjustment to the Relevant Margin and the Stand-By Fee shall only take place on a Reset Date. ____________________________________ 1

In addition to the LC Fee, an LC fronting fee of [percentage amount redacted]% is payable to the LC Issuing Lender, for its sole and exclusive benefit, upon the issuance or renewal of any LC. In connection with

MT DOCS 14602927v4

SCHEDULE C – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT documentary letters of credit, additional administrative fees are payable to the LC Issuing Lender in accordance with the fee schedule at the relevant time. 2

The stand-by fee is calculated on the undrawn portion of the Revolving Facility.

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SCHEDULE C – PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

If (i) any Borrower fails to submit to the Administrative Agent the Compliance Certificate referred to in Section 15.2 or 15.3, as the case may be, by the time required under such Section 15.2 or 15.3, as the case may be, then the Relevant Margin and the Stand-By Fee shall be those applicable to Level VII, and (ii) a Default or Event of Default has occurred and is continuing, then, during the period during which such Default or Event of Default is continuing, the Relevant Margin and the Stand-By Fee shall be those applicable to Level VII, plus [percentage amount redacted]%. For the period from the Amendment and Restatement Date until the first Reset Date, the Relevant Margin and the Stand-By Fee shall be established on the basis of the Compliance Certificate delivered pursuant to subsection 12.1.13.

MT DOCS 14602927v4

SCHEDULE "D" COMPLIANCE CERTIFICATE Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: I refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented, restated, replaced or otherwise modified at any time and from time to time shall be referred to herein as the "Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Credit Agreement. This certificate is delivered to you pursuant to subsection [15.2 / 15.3] of the Credit Agreement. I, <*>, the undersigned, the <*> of the Canadian Borrower and of the US Borrower, do hereby solemnly declare and certify, for and on behalf of the Borrowers, and not in my personal capacity, that: 1.

I have taken cognizance of all the terms of the Credit Agreement and of all other Operative Documents;

2.

Nothing has occurred or failed to occur that constitutes or has constituted a Default or an Event of Default during the [Fiscal Quarter/Year] with respect to which this certificate is being delivered;

3.

Since the last Compliance Certificate given pursuant to the Credit Agreement, no event has occurred or failed to occur which has or could be reasonably expected to have a Material Adverse Effect;

4.

The unaudited consolidated of the Canadian Borrower and non-consolidated Financial Statements of the Borrowers that have been delivered concurrently with this certificate with respect to the fiscal quarter ended <*> fairly present in all material respects and in

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SCHEDULE D – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

accordance with GAAP the financial position of the Borrowers as at the end of such fiscal quarter, subject only to normal year-end auditing adjustments by the auditors, as the case may be; [or for annual verification] The audited consolidated and unaudited non-consolidated Financial Statements of each Borrower attached hereto for the fiscal year ended <*> fairly present in all material respects and in accordance with GAAP the financial position of the Canadian Borrower as at the end of such fiscal year; 5.

The [fiscal quarter/year] to which the following calculations relate ended on <*> (the "Quarter" or the "Year");

6.

The provisions of subsection 15.1.1 of the Credit Agreement require that the ratio of Funded Debt to EBITDA, be no greater than: (i)

as of and from the Amendment and Restatement Date until and including June 30, 2016, 4.00:1.00;

(ii)

3.50:1.00 thereafter (or 4.00:1.00 in certain circumstances1).

For the Canadian Borrower, calculated on a consolidated basis for the four most recently completed fiscal quarters, the ratio of Funded Debt to EBITDA as at the end of the [Quarter/Year] was _______1.00, on the basis of Funded Debt (being the amount in line 0 below) to EBITDA (being the amount in line 0 below).

6.1

1

Funded Debt (being equal to the sum of the amounts in lines 0 to 0):

CDN$

6.1.1 obligations for borrowed money, including, without limitation, interest-bearing and noninterest bearing debt:

CDN$

6.1.2 obligations under letters of credit or letters of guarantee or obligations to financial institutions who issued such letters of credit or letters of guarantee for the account of such Person: [NOTE TO DRAFT: Please provide details.]

CDN$

Where the aggregate consideration for Acquisitions exceeds Cdn$50,000,000 for the Test Period ending on the date the Funded Debt to EBITDA ratio is calculated.

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SCHEDULE D – PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

6.1.3 obligations under banker's acceptances, depository bills or depository notes (as these latter two expressions are defined in the Depository Bills and Notes Act (Canada):

CDN$

6.1.4 Purchase Money Obligations (not to exceed CDN$4,000,000; subsection 16.2.4):

CDN$

6.1.5 obligations evidenced by bonds, debentures or promissory notes:

CDN$

6.1.6 redeemable shares of its Capital Stock which are either redeemable at the option of the holder thereof, are redeemable at a fixed date or are redeemable during fixed intervals, in each case during the Revolving Period or within the six months immediately following the Revolving Period or the Term Period. For the purposes hereof, the amount of Debt for Borrowed Money of any such Capital Stock which shall be taken into consideration at any time shall be the maximum fixed redemption or repurchase price therefor payable during the Revolving Period or within the six months immediately following the Revolving Period:

CDN$

6.1.7 Attributable Debt with respect to Sale and Leaseback Transactions and capital leases:

CDN$

6.1.8 the negative Mark to Market Exposure of such Person pursuant to any Derivative Instrument: [NOTE TO DRAFT: Please provide details.]

CDN$

6.1.9 obligations under Guarantees with respect to obligations referred to in paragraphs 0 to 0 inclusively and which are permitted under Section 16.7:

CDN$

6.1.10 Earn Out Obligations [NOTE TO DRAFT : Please provide details.]:

CDN$

6.1.11 Obligations representing the deferred purchase price of property or services [NOTE TO DRAFT : Please provide details.] LESS

CDN$

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SCHEDULE D – PAGE 4 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

6.1.12 non-restricted cash of the Canadian Borrower and the Guarantors who have provided unlimited Guarantees (up to a maximum amount of CDN$20,000,000) 6.1.13 Earn Out Obligations for Acquisitions in amounts not to exceed 10% of the purchase price of the related Acquisition but solely to the extent same is payable in cash or equity (and not solely in cash) at the option of the purchaser) [NOTE TO DRAFT : Please provide details.]:

CDN$

CDN$

CDN$ 6.2

EBITDA: [NOTE TO DRAFT: Canadian Borrower to provide detailed calculations of last twelve-month EBITDA including the historical EBITDA of acquired or disposed entities]

Ratio of Funded Debt to EBITDA = line 0 = line 0 7.

The provisions of subsection 15.1.2 of the Credit Agreement require that the Interest Coverage Ratio, at all times, be at least 3.50:1.00. For the Canadian Borrower, calculated on a consolidated basis for the four most recently completed fiscal quarters, the Interest Coverage Ratio as at the end of the [Quarter/Year] was _______:1.00, on the basis of EBITDA (being the amount in line 0) to the Interest Expenses (being the amount in line 0) for such period. CDN$ 7.1 EBITDA (being the amount in line 0) CDN$ 7.2 Interest Expenses Interest Coverage Ratio = line 0 = line 0

8.

As at the end of the [Quarter/Year], the aggregate principal amount of Other Unsecured Debt is Cdn$ . The aggregate amount of such Other Unsecured Debt permitted at any time pursuant to subsection 16.2.3 of the Credit Agreement is Cdn$75,000,000.

9.

As at the end of the [Quarter/Year], the aggregate principal amount of Debt for Borrowed Money under Purchase Money Obligations made pursuant to subsection 16.2.4 of the Credit Agreement is Cdn$ . The aggregate amount of such Debt for Borrowed Money under Purchase Money Obligations permitted at any time pursuant to subsection 16.2.4 of the Credit Agreement is Cdn$4,000,000.

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SCHEDULE D – PAGE 5 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

10.

As at the end of the [Quarter/Year], the aggregate principal amount of unsecured Debt for Borrowed Money owed to shareholders of the Borrower made pursuant to subsection 16.2.5 of the Credit Agreement is Cdn$ . The aggregate amount of such unsecured Debt for Borrowed Money owed to shareholders of the Borrower permitted at any time pursuant to subsection 16.2.5 of the Credit Agreement is Cdn$3,000,000.

11.

As at the end of the [Quarter/Year], the aggregate principal amount of Investments to employees of any Borrower Party or any Affiliate thereof made pursuant to subsection 16.6.5 of the Credit Agreement is Cdn$ . The aggregate amount of such Investments permitted at any time pursuant to subsection 16.6.5 of the Credit Agreement is Cdn$5,000,000 and Annex A hereto sets forth to whom and for which purpose each such Investment is made.

12.

As at the end of the [Quarter/Year], the aggregate principal amount of Investments in any Person made pursuant to subsection 16.6.7 of the Credit Agreement is Cdn$ . The aggregate amount of such Investments permitted at any time pursuant to subsection 16.6.7 of the Credit Agreement is Cdn$40,000,000 and Annex A hereto sets forth to whom and for which purpose each such Investment is made.

13.

As at the end of the [Quarter/Year], the aggregate principal amount of Guarantees by any Borrower Party in respect of any Person (other than an individual or pursuant to the Operative Documents) made pursuant to subsection 16.7.2 of the Credit Agreement is Cdn$ . The aggregate amount of such Guarantees permitted at any time pursuant to subsection 16.7.2 of the Credit Agreement is Cdn$5,000,000.

14.

As at the end of the [Quarter/Year], the aggregate consideration for all Permitted Acquisitions made during the _______ fiscal year pursuant to Section 16.8 of the Credit Agreement is Cdn$ . The aggregate consideration for such Permitted Acquisitions permitted pursuant to Section 16.8 of the Credit Agreement is Cdn$150,000,000 during any fiscal year.

15.

As at the end of the [Quarter/Year], the aggregate consideration received from all dispositions of Business Assets during the _______ fiscal year to Persons (other than Borrower Parties) with whom any Borrower Party deals at arm’s length at fair market value and which does not constitute Sale and Leaseback Transactions and made pursuant to subsection 16.12.2 of the Credit Agreement is Cdn$ . The aggregate amount of consideration received for all such dispositions by all Borrower Parties permitted pursuant to subsection 16.12.2 of the Credit Agreement is Cdn$5,000,000 during any fiscal year.

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SCHEDULE D – PAGE 6 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signed at _________________, this ____________________ day of _______________, 20___.

Name: Title:

ANNEX A INVESTMENTS DETAILS (SUBSECTION 16.6.5) TO WHOM INVESTMENT IS MADE

AMOUNT OF INVESTMENT

DATE OF INVESTMENT

PURPOSE OF INVESTMENT

INVESTMENTS DETAILS (SUBSECTION 16.6.7) TO WHOM INVESTMENT IS MADE

MT DOCS 14602927v4

AMOUNT OF INVESTMENT

DATE OF INVESTMENT

PURPOSE OF INVESTMENT

SCHEDULE "E" CONVERSION REQUEST Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. Pursuant to Section 8.1 of the Amended and Restated Credit Agreement, we hereby request a conversion or rollover of a portion of the [<@>Canadian Tranche/US Tranche<@>] of the Revolving Loans, as indicated in [<@>Table 1/Table 2<@>] attached hereto, such conversion or rollover to occur on Note 1 . For that purpose, we represent and warrant that, to our knowledge, each and every one of the representations and warranties made under the Amended and Restated Credit Agreement are true and correct on the date of this Conversion Request. We further represent and warrant that no Default or Event of Default has occurred and is continuing as of the date of such certificate which has not been disclosed to the Administrative Agent. Yours truly, Per:

Notes: 1.

Specify the date of the conversion or rollover.

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SCHEDULE E – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

TABLE 1 CANADIAN TRANCHE

FROM:

TO:

Form of Advance

Selected Maturity Date

Cdn Prime Rate Loans

N/A

Cdn Prime Rate Loans

US Base Rate Loans

N/A

Libor Loans

LC

2

Form of Advance

Borrowing Date or Issuance Date

Selected Maturity Date

Selected Period

20

N/A

N/A

CDN$

Cdn Prime Rate Basis

US Base Rate Loans

20

N/A

N/A

US$

US Base Rate Basis

Note 2

Libor Loans

20

Note3

1 month 2 months 3 months 6 months

US$ US$ US$ US$

Libor Basis

Note 4

LC

20

Note 25

Specify the Selected Maturity Date Specify the Selected Maturity Date, which must fall within the Revolving Period. 4 Specify the Selected Maturity Date. 5 Specify the Selected Maturity Date, which must fall within the Revolving Period. 3

MT DOCS 14602927v4

Amount or Selected Amount

___________ CDN$ US$

Interest (if applicable)

N/A

SCHEDULE E – PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

FROM: Form of Advance

BA

6 7

TO:

Selected Maturity Date Note 6

Form of Advance

Borrowing Date or Issuance Date

BA

Specify the Selected Maturity Date. Specify the Selected Maturity Date, which must fall within the Revolving Period.

MT DOCS 14602927v4

20

Selected Maturity Date

Selected Period

Note7

1 month 2 months 3 months 6 months

Amount or Selected Amount CDN$ CDN$ CDN$ CDN$

Interest (if applicable) N/A

SCHEDULE E – PAGE 4 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

TABLE 2 US TRANCHE

FROM: Form of Advance

US Base Rate Loans

TO:

Selected Maturity Date

Form of Advance

Borrowing Date or Issuance Date

Selected Maturity Date

Selected Period

Amount or Selected Amount

Interest (if applicable)

N/A

US Base Rate Loans

20

N/A

N/A

US$

US Base Rate Basis

Libor Loans

Note 8

Libor Loans

20

Note9

1 month 2 months 3 months 6 months

US$ US$ US$ US$

Libor Basis

LC

Note 10

LC

20

Note 211

___________

N/A US$

8

Specify the Selected Maturity Date. Specify the Selected Maturity Date, which must fall within the Revolving Period. 10 Specify the Selected Maturity Date. 11 Specify the Selected Maturity Date, which must fall within the Revolving Period. 9

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SCHEDULE "F" DRAW REQUEST Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. Pursuant to subsection 2.6.3 of the Amended and Restated Credit Agreement we hereby request a Drawdown under the Canadian Tranche / US Tranche] of the Revolving Facility, as indicated in Table 1 attached hereto. For that purpose we represent and warrant that, to our knowledge, each and every one of the representations and warranties made under the Amended and Restated Credit Agreement are true and correct on the date of this Draw Request. We further represent and warrant that no Default or Event of Default has occurred and is continuing as of the date of this Draw Request which has not been disclosed to the Administrative Agent. Yours truly, Per:

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SCHEDULE F – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION) 2 TABLE 1 REVOLVING FACILITY

Form of Advance

Borrowing Date or Issuance Date

Selected Maturity Date

Selected Period

Amount or Selected Amount

Interest (if applicable)

Cdn Prime Rate Loans12

20

N/A

N/A

CDN$

US Base Rate Loans

20

N/A

N/A

US$

US Base Rate Basis

Libor Loans

20

Note 1

1 month 2 months 3 months 6 months

US$ US$ US$ US$

Libor Basis

LC

20

Note 1

BA14

20

Note 1

___________ CDN$13 US$ 1 month 2 months 3 months 6 months

CDN$ CDN$ CDN$ CDN$

Cdn Prime Rate Basis

N/A N/A

_________________________________ Note: 1.

Specify the Selected Maturity Date, which must fall within the Revolving Period.

12

Only available under the Canadian Tranche. Only available under the Canadian Tranche. 14 Only available under the Canadian Tranche. 13

MT DOCS 14602927v4

SCHEDULE "G" LOAN TRANSFER AGREEMENT Item 1.

Assignor:

(the "Assignor").

Item 2.

Assignee:

(the "Assignee").

Item 3.

Borrowers:

.

Item 4.

Guarantors:

(the "Guarantors").

Item 5.

Third Amended and Restated Credit Agreement dated as of June 26, 2015 (the "Amended and Restated Credit Agreement").

Item 6.

The standard terms and conditions set forth in Schedule "A" hereto (the "Standard Terms and Conditions") are hereby agreed to and incorporated herein by reference and made a part of this Loan Transfer Agreement as if set forth herein in full.

Item 7.

Unless otherwise defined in this Loan Transfer Agreement, terms defined in the Amended and Restated Credit Agreement are used herein as therein defined.

Item 8.

Date of this Loan Transfer Agreement: Date").

Item 9.

Revolving Commitment under the [CANADIAN TRANCHE/US TRANCHE] of the Assignor immediately prior to the Effective Date and the assigned amount of each one thereof: Commitment Immediately prior to Effective Date

Type of Commitment

Canadian Tranche US Tranche

(the "Effective

Assigned Amount of Commitment

A1

Cdn$

A2

Cdn$

B1

Cdn$

B2

Cdn$

Revolving Commitment Assigned Share under the Canadian Tranche: A1/A2 x 100 = % (the "Revolving Commitment Assigned Share under the Canadian Tranche"). Revolving Commitment Assigned Share under the US Tranche: B1/B2 x 100 = % (the " Revolving Commitment Assigned Share under the US Tranche "). Item 10.

Loan of the Assignor outstanding immediately prior to the Effective Date:

MT DOCS 14602927v4

SCHEDULE G - PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Type of Revolving Loan

Principal

Interest Accrued But Not Yet Payable

Interest Due But Not Yet Paid

Canadian Tranche

Cdn$

Cdn Prime Rate Loans

Cdn$

Cdn$

Cdn$

US Base Rate Loans

US$

US$

US$

Libor Loans

US$

US$

US$

LC

Cdn$ US$

N/A

N/A

BA

Cdn$

N/A

N/A

US Tranche

Cdn$

US Base Rate Loans

US$

US$

US$

Libor Loans

US$

US$

US$

LC

US$

US$

US$

Item 11.

Stand-By Fees Accrued But Not Yet Payable

BA Liability of the Assignor outstanding immediately prior to the Effective Date:

Selected Amount

Selected Maturity Date

Cdn$

Stamping Fees

Cdn$

Stamping Fees Payable by the Assignor on the Effective Date

Cdn$

Where a BA Liability of the Assignor is outstanding immediately prior to the Effective Date, the parties hereto shall be bound by the provisions of Section 9 of the Standard Terms and Conditions. Otherwise, notwithstanding Item 6 hereinabove, such provisions shall not apply. Item 12.

Libor Loan of the Assignor outstanding immediately prior to the Effective Date: Selected Amount

Libor Loan

US$

Selected Maturity Date

Libor

Libor Interbank Rate

%

%

Where a Libor Loan of the Assignor is outstanding immediately prior to the Effective Date, the parties hereto shall be bound by the provisions of Section 10 of the Standard Terms and Conditions. Otherwise, notwithstanding Item 6 hereinabove, such provisions shall not apply.

MT DOCS 14602927v4

SCHEDULE G - PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

The percentage appearing under the column entitled "Libor Interbank Rate" shall be defined as "Libor Interbank Rate" and shall be used for purposes of the calculations contemplated in subsection 10.2 of the Standard Terms and Conditions. Item 13.

By ticking the box immediately at the end of this Item 13, the parties hereto acknowledge and agree that the Assignee shall be bound by the representations and covenants in Section 19.5 of the Amended and Restated Credit Agreement. Otherwise, the Assignee shall not be bound thereby.

Item 14.

In furtherance of the provisions hereof and of Section 23.5 of the Amended and Restated Credit Agreement, the parties hereto do hereby expressly acknowledge and agree that, in accordance with the provisions of Section 23.5 of the Amended and Restated Credit Agreement, as of the Effective Date, Schedule "A" of the Amended and Restated Credit Agreement is hereby amended so that it shall hereafter read as follows:

" SCHEDULE "A" THE LENDERS AND THEIR COMMITMENTS COMMITMENT UNDER THE CANADIAN TRANCHE

RATEABLE SHARE OF CANADIAN TRANCHE

COMMITMENT UNDER THE US TRANCHE

<@>

Cdn$<@>

<@>%

Cdn$<@>

<@>%

Cdn$<@>

<@>

Cdn$<@>

<@>%

Cdn$<@>

<@>%

Cdn$<@>

TOTAL

Cdn$<@>

100%

Cdn$<@>

100%

Cdn$<@>

NAME OF LENDER

RATEABLE SHARE OF US TRANCHE

[INTENTIONALLY LEFT BLANK]

MT DOCS 14602927v4

TOTAL COMMITMENT

SCHEDULE G - PAGE 4 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ACKNOWLEDGED AND AGREED By their execution and delivery hereof, each of the undersigned acknowledges and agrees to be bound as of the Effective Date by the terms and conditions of this Loan Transfer Agreement, including, without limitation, the applicable Standard Terms and Conditions. <@>, as Assignor

<@>, as Assignee

Per:

Per:

and Per:

and Per:

Address:

<@>

Address:

<@>

Attention:

<@>

Attention:

<@>

Telecopier: <@>

Telecopier: <@>

FIERA CAPITAL CORPORATION, as Borrower

FIERA US HOLDING INC., as Borrower

Per:

Per:

and Per:

and Per:

Address:

1501 McGill College Avenue Suite 800 Montréal, Québec H3A 3M8

Address:

1501 McGill College Avenue Suite 800 Montréal, Québec H3A 3M8

Attention:

President and Chief Operating Officer

Attention:

President and Chief Operating Officer

Telecopier: 514-954-5098

MT DOCS 14602927v4

Telecopier: 514-954-5098

SCHEDULE G - PAGE 5 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

NATIONAL BANK OF CANADA, as Administrative Agent

<@>, as Guarantor

Per:

Per:

and Per:

and Per:

Address:

5th Floor 1155 Metcalfe Street Montréal, Québec H3B 4S9

Address:

<@>

Attention:

Vice President

Attention:

<@>

Telecopier: 514-390-7830

MT DOCS 14602927v4

Telecopier: <@>

SCHEDULE "A" STANDARD TERMS AND CONDITIONS 1. The following words and expressions, wherever used in these Standard Terms and Conditions, unless there be something in the subject or the context inconsistent therewith, shall have the following meanings: "Amended and Restated Credit Agreement" shall have the meaning ascribed thereto in Item 5 of the Loan Transfer Agreement; "Assignee" shall have the meaning ascribed thereto in Item 2 of the Loan Transfer Agreement; "Assignor" shall have the meaning ascribed thereto in Item 1 of the Loan Transfer Agreement; "Guarantors" shall have the meaning ascribed thereto in Item 4 of the Loan Transfer Agreement, and "Guarantor" shall be a reference to any one thereof; "Revolving Commitment Assigned Share under the Canadian Tranche" shall have the meaning ascribed thereto in Item 9 of the Loan Transfer Agreement; "Revolving Commitment Assigned Share under the US Tranche" shall have the meaning ascribed thereto in Item 9 of the Loan Transfer Agreement; 2. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor: 2.1

the Revolving Commitment Assigned Share under the Canadian Tranche of the interest in and to the Assignor's Revolving Loan and Revolving Commitment and in and to all of the Assignor's rights and obligations under the Amended and Restated Credit Agreement and any other Operative Document as of the date hereof; or, as the case may be; and

2.2

the Revolving Commitment Assigned Share under the US Tranche of the interest in and to the Assignor's Revolving Loan and Revolving Commitment under the US Tranche and in and to all of the Assignor's rights and obligations under the Amended and Restated Credit Agreement and any other Operative Document as of the date hereof.

3. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) represents and warrants that immediately prior to the Effective Date, the Loan of the Assignor under the Amended and Restated Credit Agreement and the other Operative Documents is as set forth in Item 10 of this Loan Transfer Agreement; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Amended and Restated Credit

MT DOCS 14602927v4

SCHEDULE A - PAGE 2 LOAN TRANSFER AGREEMENT

Agreement or the other Operative Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Amended and Restated Credit Agreement or the other Operative Documents or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the Guarantors or the performance or observance by each of the Borrowers or the Guarantors of any of its obligations under the Amended and Restated Credit Agreement or the other Operative Documents to which it is a party or any other instrument or document furnished pursuant thereto. 4. The Assignee (i) confirms that it has received a copy of the Amended and Restated Credit Agreement and the other Operative Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Loan Transfer Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended and Restated Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended and Restated Credit Agreement and the other Operative Documents as are delegated to the Administrative Agent under the terms thereof, together with such powers as are reasonably incidental thereto, and; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended and Restated Credit Agreement are required to be performed by it as a Lender. 5. As of the Effective Date, (i) the Assignee shall be a party to the Amended and Restated Credit Agreement and, to the extent provided in this Loan Transfer Agreement, have the rights and obligations of a Lender thereunder and under the other Operative Documents and (ii) the Assignor shall, to the extent provided in this Loan Transfer Agreement, relinquish its rights and be released from its obligations under the Amended and Restated Credit Agreement and the other Operative Documents. 6. Subject to Section 9 and Section 10 of these Standard Terms and Conditions, it is agreed that the Assignee shall be entitled to (i) all interest paid on and all Stand-By Fees paid with respect to the Revolving Commitment Assigned Share under the Canadian Tranche of the Revolving Loan of the Assignor or the Revolving Commitment Assigned Share under the US Tranche of the Revolving Loan of the Assignor, as the case may be, as provided in the Amended and Restated Credit Agreement on and after the Effective Date, such interest to be paid by the Administrative Agent directly to the Assignee. It is further agreed that all payments of principal made on the Revolving Commitment Assigned Share under the Canadian Tranche of the Revolving Loan of the Assignor or the Revolving Commitment Assigned Share under the US Tranche of the Revolving Loan of the Assignor, as the case may be, which occur on and after the Effective Date will be paid directly by the Administrative Agent to the Assignee. The Assignments pursuant to this Loan Transfer Agreement are effected for a purchase price to which have agreed the Assignor and Assignee, and the Assignor hereby acknowledges receipt of the full amount thereof.

MT DOCS 14602927v4

SCHEDULE A - PAGE 3 LOAN TRANSFER AGREEMENT

7. The Borrowers and the Guarantors hereby expressly acknowledge, declare, agree and confirm that the Assignee, through the naming of the Administrative Agent as agent for the Lenders in the Guarantee Documents, is and is hereby acknowledged for all purposes of the Guarantee Documents as the beneficiary and holder of the Guarantees created thereunder, jointly with the Lenders, as fully as though the Assignee were an original party thereto. 8. Each Guarantor does hereby expressly acknowledge, declare, agree and confirm that the Assignee, through the naming of the Administrative Agent, as agent for the Lenders, in the Guarantees granted by the Borrowers and the Guarantors in connection with the Guaranteed Obligations, is and is hereby acknowledged for all purposes of such Guarantees as the beneficiary and holder of the guarantees created thereunder as fully as though the Assignee were an original party thereto. 9. As part of Assignments made under the terms of Section 2 of these Standard Terms and Conditions, the Assignee has purchased a portion of the BA Liability of the Assignor set forth in Item 11 of this Loan Transfer Agreement equal to the Revolving Commitment Assigned Share under the Canadian Tranche, as the case may be. The Borrowers acknowledge that, as of and from the Effective Date, the portion so purchased by the Assignee of the BA Liability of the Assignor forms part of the BA Liability of the Assignee. The Assignee, notwithstanding any payment obligation default on the part of the Borrowers, irrevocably undertakes to pay to the Assignor on the Selected Maturity Date of each BA set forth in Item 11 of this Loan Transfer Agreement, with respect to any BA Liability, a portion of the Selected Amount of such BA equal to the Revolving Commitment Assigned Share under the Canadian Tranche, as the case may be, and, in consideration thereof, the Assignor shall be responsible for all payments to third parties under such BA. Each amount of Stamping Fees set forth in Item 11 of this Loan Transfer Agreement represents the Stamping Fees already collected by the Assignor in connection with each respective Selected Amount for the period commencing as of the Effective Date until and including the respective Selected Maturity Date. The Assignor hereby acknowledges and agrees that it shall remit to the Assignee, on the Effective Date, with respect to each BA Liability set forth in Item 11 of this Loan Transfer Agreement, the amount set forth in the column entitled "Stamping Fees Payable by the Assignor on the Effective Date". 10. As part of the Assignments made under the terms of Section 2 of these Standard Terms and Conditions, the Assignee has purchased a portion of the Libor Loan of the Assignor set forth in Item 12 of this Loan Transfer Agreement equal to the Revolving Commitment Assigned Share under the Canadian Tranche or the Revolving Commitment Assigned Share under the US Tranche. The Borrowers hereby acknowledge and agree that, as of and from the Effective Date, the portion so purchased by the Assignee of the Libor Loan of the Assignor forms part of the Libor Loan of the Assignee. The Assignee, notwithstanding any payment obligation default on the part of the Borrowers, irrevocably undertake to pay to the Assignor on the Maturity Date of each Libor Loan set forth in Item 12 of this Loan Transfer Agreement, with respect to any Libor Loan, a portion of the

MT DOCS 14602927v4

SCHEDULE A - PAGE 4 LOAN TRANSFER AGREEMENT

Selected Amount of such Libor Loan equal to the Revolving Commitment Assigned Share under the Canadian Tranche or the Revolving Commitment Assigned Share under the US Tranche. The Assignee, notwithstanding any payment obligation default on the part of the Borrowers, further irrevocably undertake to pay to the Assignor with respect to each Libor Loan set forth in Item 12 of this Loan Transfer Agreement: 10.1

on the first Interest Payment Date of each such Libor Loan following the Effective Date, the aggregate of (i) the Revolving Commitment Assigned Share of the Canadian Tranche of the amount set forth for such Libor Loan in the column entitled "Interest Accrued But Not Yet Payable" in Item 12 of this Loan Transfer Agreement and (ii) the interest accrued on the Revolving Commitment Assigned Share of the Canadian Tranche of such Libor Loan from the Effective Date until such Interest Payment Date, and calculated as set forth in the Amended and Restated Credit Agreement for Libor Loans at the Libor Interbank Rate;

10.2

on every Interest Payment Date thereafter of each such Libor Loan, the interest accrued on the Revolving Commitment Assigned Share of the Canadian Tranche of such Libor Loan from the Interest Payment Date immediately preceding the then current Interest Payment Date until the then current Interest Payment Date, and calculated as set forth in the Amended and Restated Credit Agreement for Libor Loans at the Libor Interbank Rate;

10.3

on the first Interest Payment Date of each such Libor Loan following the Effective Date, the aggregate of (i) the Revolving Commitment Assigned Share of the US Tranche of the amount set forth for such Libor Loan in the column entitled "Interest Accrued But Not Yet Payable" in Item 12 of this Loan Transfer Agreement and (ii) the interest accrued on the Revolving Commitment Assigned Share of the US Tranche of such Libor Loan from the Effective Date until such Interest Payment Date, and calculated as set forth in the Amended and Restated Credit Agreement for Libor Loans at the Libor Interbank Rate;

10.4

on every Interest Payment Date thereafter of each such Libor Loan, the interest accrued on the Revolving Commitment Assigned Share of the US Tranche of such Libor Loan from the Interest Payment Date immediately preceding the then current Interest Payment Date until the then current Interest Payment Date, and calculated as set forth in the Amended and Restated Credit Agreement for Libor Loans at the Libor Interbank Rate.

11. This Loan Transfer Agreement constitutes for all purposes the instrument referred to in Section 24.5 of the Amended and Restated Credit Agreement as being required to make effective the Assignment from the Assignor to the Assignee herein provided. 12. The Administrative Agent acknowledges receipt of the amount of Cdn$[dollar amount redacted] paid on the Effective Date by the Assignor in accordance with the provisions of Section 23.5 of the Amended and Restated Credit Agreement.

MT DOCS 14602927v4

SCHEDULE A - PAGE 5 LOAN TRANSFER AGREEMENT

13. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Loan Transfer Agreement, when delivered to such party (by certified mail, postage prepaid, or by telecopier or hand delivery) at its address and attention set forth with its signature below or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded. 14. This Loan Transfer Agreement and the interpretation and enforcement thereof shall be governed by the Laws of the Province of Québec and the federal Laws of Canada applicable therein. 15. The parties hereto have expressly required that this Loan Transfer Agreement and all deeds, documents and notices relating thereto to be drafted in the English language. Les parties aux présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.

MT DOCS 14602927v4

SCHEDULE "H" REDUCTION NOTICE

Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. Pursuant to the provisions of Section 3.5 of the Amended and Restated Credit Agreement, we hereby notify you that we desire to reduce as of Note 1 , the [Canadian Tranche/US Tranche] by an amount of Cdn$ Note 2 such that thereafter the [Canadian Tranche/US Tranche] shall be for an amount of Cdn$ Note 3 . Note 4

FIERA CAPITAL CORPORATION

FIERA US HOLDING INC.

Per:

Per:

Per:

Per:

MT DOCS 14602927v4

SCHEDULE H - PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT

_________________________________ Notes:

1.

The effective date shall not be less than two (2) Business Days following the delivery to the Administrative Agent of this Reduction Notice.

2.

Insert the amount by which the [Canadian Tranche/US Tranche] shall be reduced and cancelled. Note that the [Canadian Tranche/US Tranche] must be reduced in minimum amounts of Cdn$1,000,000 and in whole multiples of Cdn$100,000.

3.

Insert the amount of the [Canadian Tranche/US Tranche] following such reduction and cancellation.

4.

Where any such reduction or cancellation results in a repayment of the whole or any part of the [Canadian Tranche/US Tranche], then the Borrowers shall attach to this Reduction Notice a Repayment Notice.

MT DOCS 14602927v4

SCHEDULE "I" REPAYMENT NOTICE

Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. Pursuant to the provisions of Section 3.3 of the Amended and Restated Credit Agreement, we hereby notify you that on Note 1 , we shall repay an amount of Cdn$ Note 2 and/or US$ Note 2 of the Revolving Loans under the [Canadian Tranche/US Tranche] to be applied as follows:

MT DOCS 14602927v4

SCHEDULE I- PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

REVOLVING LOANS UNDER THE CANADIAN TRANCHE REVOLVING LOANS AGAINST WHICH PAYMENT IS TO BE APPLIED

AMOUNT

SELECTED MATURITY DATE

Cdn Prime Rate Loans

Cdn$

N/A

US Base Rate Loans

US$

N/A

Libor Loans

US$

Note 3

LC

Cdn$ US$

Note 3

BA

Cdn$

Note 3

REVOLVING LOANS UNDER THE US TRANCHE REVOLVING LOANS AGAINST WHICH PAYMENT IS TO BE APPLIED

AMOUNT

SELECTED MATURITY DATE

US Base Rate Loans

US$

N/A

Libor Loans

US$

Note 3

LC

US$

Note 3

Yours truly, Note 4 Per: Per:

__________________________________ Notes:

1.

Specify the date of repayment.

MT DOCS 14602927v4

SCHEDULE I- PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

2.

The Borrowers may voluntarily repay the whole or any part of the Revolving Loans, as the case may be, by issuing a Repayment Notice to the Administrative Agent. Any such repayment shall be for a minimum amount of Cdn$1,000,000 (or US$1,000,000 for any repayment of any US Dollar Loan), and in multiples of Cdn$100,000 (or US$100,000 for any repayment of any US Dollar Loan).

3.

Indicate the Selected Maturity Date of the Loans against which payment is to be applied.

4.

Any Repayment Notice shall be delivered to the Administrative Agent at the latest one (1) Business Day prior to the date of the relevant repayment unless it relates to the whole or a portion of (i) BAs, in which case such Repayment Notice shall be delivered to the Administrative Agent at least two (2) Business Days prior to the date of the relevant prepayment, or (ii) the Libor Loans, in which case such Repayment Notice shall be delivered to the Administrative Agent at least three (3) Business Days prior to the date of the relevant repayment. Once delivered, a Repayment Notice may not be revoked or withdrawn by the Borrowers.

MT DOCS 14602927v4

SCHEDULE "J" ACQUISITION CERTIFICATE Date: ________________ NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3 Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. This certificate is delivered to you pursuant to Section 15.4 of the Amended and Restated Credit Agreement. We, <@> and <@>, the undersigned, the <@> and <@> of the Canadian Borrower, in our capacity as Responsible Officers of the Canadian Borrower and not in any personal capacity, do hereby certify that: 5.

We have attached the most recent [audited] [consolidated or non-consolidated] Financial Statements of <@>, the shares or assets of which are being acquired (the "Acquisition").

6.

The calculations referred to below in paragraphs (7) and (8(a)) are made on a pro forma consolidated basis as at the end of the fiscal quarter ended on <@> using the audited historical financial information as if the Acquisition (and any debt incurred in connection therewith) had been completed on the first day of the period for which each of the relevant Ratios is calculated and as if <@> was a Subsidiary of the Canadian Borrower or, in the case of an acquisition of Business Assets of <@>, such Business Assets were owned by the Borrower Party which acquired such Business Assets.

MT DOCS 14602927v4

SCHEDULE J – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION) 7.

The provisions of subsections 15.1.1 and 16.8 of the Amended and Restated Credit Agreement require that the ratio of Funded Debt to EBITDA of the Canadian Borrower, on a consolidated basis, established on a pro forma basis after giving effect to the Acquisition of <@> be no greater than [NOTE TO DRAFT : Insert ratio which needs to be 0.25 lower than threshold then in effect.]

8.

On the basis of the assumptions set forth in paragraph 6 above, for the Canadian Borrower, calculated on a consolidated basis for the four most recently completed fiscal quarters, the ratio of Funded Debt to EBITDA as at the end of the Quarter was _______1.00, on the basis of Funded Debt (being the amount in line 4.1 below) to EBITDA (being the amount in line 4.2 below).

(a)

Funded Debt (being equal to the sum of the amounts in lines (i) to (xiii)): (i)

(ii)

(iii)

CDN$

obligations for borrowed money, including, without limitation, interest-bearing and noninterest bearing debt:

CDN$

obligations under letters of credit or letters of guarantee or obligations to financial institutions who issued such letters of credit or letters of guarantee for the account of such Person: [NOTE TO DRAFT: Please provide details.]

CDN$

obligations under banker's acceptances, depository bills or depository notes (as these latter two expressions are defined in the Depository Bills and Notes Act (Canada):

CDN$

(iv)

Purchase Money Obligations (not to exceed CDN$4,000,000; subsection 16.2.4):

CDN$

(v)

obligations evidenced by bonds, debentures or promissory notes:

CDN$

MT DOCS 14602927v4

SCHEDULE J – PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION) (vi)

redeemable shares of its Capital Stock which are either redeemable at the option of the holder thereof, are redeemable at a fixed date or are redeemable during fixed intervals, in each case during the Revolving Period or within the six months immediately following the Revolving Period or the Term Period. For the purposes hereof, the amount of Debt for Borrowed Money of any such Capital Stock which shall be taken into consideration at any time shall be the maximum fixed redemption or repurchase price therefor payable during the Revolving Period or within the six months immediately following the Revolving Period:

CDN$

(vii)

Attributable Debt with respect to Sale and Leaseback Transactions and capital leases:

CDN$

(viii)

the negative Mark to Market Exposure of such Person pursuant to any Derivative Instrument: [NOTE TO DRAFT: Please provide details.]

CDN$

(ix)

obligations under Guarantees with respect to obligations referred to in paragraphs (i) to (xiii) inclusively and which are permitted under Section 16.7:

CDN$

(x)

Earn Out Obligations [NOTE TO DRAFT : Please provide details.]:

CDN$

(xi)

Obligations representing the deferred purchase price of property or services [NOTE TO DRAFT : Please provide details.]

CDN$

non-restricted cash of the Canadian Borrower and the Guarantors who have provided unlimited Guarantees (up to a maximum amount of CDN$20,000,000)

CDN$

LESS (xii)

MT DOCS 14602927v4

SCHEDULE J – PAGE 4 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION) (xiii)

Earn Out Obligations for Acquisitions in amounts not to exceed 10% of the purchase price of the related Acquisition but solely to the extent same is payable in cash or equity (and not solely in cash) at the option of the purchaser) [NOTE TO DRAFT : Please provide details.]:

CDN$

CDN$ (b)

EBITDA: [NOTE TO DRAFT: Canadian Borrower to provide detailed calculations of last twelve-month EBITDA including the historical EBITDA of acquired disposed entities]

Ratio of Funded Debt to EBITDA = line 4.1 = line 4.2

9.

The projected net cost savings expected from synergies resulting from the Acquisition for the first four (4) fiscal quarters following the consumption thereof are reasonably expected to be CDN$__________ [NOTE TO DRAFT : Not to exceed 10% of the EBITDA of the business forming part of such Permitted Acquisition or as otherwise agreed to by the Majority Lenders].

10.

The provisions of subsection 15.1.2 of the Amended and Restated Credit Agreement require that the Interest Coverage Ratio, at all times, be at least 3.50:1.00. On the basis of the assumption set forth in paragraph 6 above, for the Canadian Borrower, the Interest Coverage Ratio was ____1.00, on the basis of EBITDA (being the amount in line 4.1) to the Interest Expenses (being the amount in line 6.2): (a)

EBITDA (being the amount in line 0)

CDN$

(b)

Interest Expenses

CDN$

Interest Coverage Ratio =

line (a) = line (b)

11.

The consideration of the Acquisition is $ .

12.

The aggregate consideration of all Permitted Acquisition made during the current fiscal year is $ ;

13.

The only Subsidiaries of the Canadian Borrower, the owners, beneficially and of record, of the issued Capital Stock of each Borrower Party (other than the Canadian Borrower), the percentage of Capital Stock held by each such owner, beneficially or of record, is indicated in the Appendix "A" attached hereto and such Appendix "A" also identifies each Borrower Party as being a "Borrower Party" and includes a corporate chart of the

MT DOCS 14602927v4

SCHEDULE J – PAGE 5 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION) Canadian Borrower, their shareholders, its Subsidiaries and any other Person which the Canadian Borrower or their Subsidiaries holds Capital Stock. 14.

Each of the conditions set forth in clauses (i) to (vii) of the definition of Permitted Acquisition are satisfied.

Signed at _______________, this ___________________ day of ___________________, 20__

Name: Title:

Name: Title:

MT DOCS 14602927v4

APPENDIX "A" CORPORATE STRUCTURE

MT DOCS 14602927v4

SCHEDULE "K" ISDA PROVIDER ACCESSION CERTIFICATE Date: _____________ ADDRESSED TO EACH PERSON WHOSE NAME APPEARS IN APPENDIX 1 HERETO Gentlemen: We refer you to the third amended and restated credit agreement dated as of June 26, 2015 entered into among Fiera Capital Corporation and Fiera US Holding Inc., as Borrowers, the lenders at any time party thereto, and National Bank of Canada, as Administrative Agent (such agreement, as same may be amended, supplemented or restated from time to time shall be referred to herein as the "Amended and Restated Credit Agreement"). Unless otherwise defined herein or unless there be something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Amended and Restated Credit Agreement. Pursuant to the provisions of subsection 2.9 of the Amended and Restated Credit Agreement, Note 1 hereby notifies you of its desire to become a Finance Party under the Amended and Restated Credit Agreement as an ISDA Provider. Such accession thereto shall be effective as of and from Note 2 . We hereby acknowledge and agree that as of and from Note 2 , Note 1 shall, for all purposes of the Amended and Restated Credit Agreement, be a Finance Party under the Amended and Restated Credit Agreement and shall have all the rights and obligations of a Finance Party under the Amended and Restated Credit Agreement. Furthermore, we hereby acknowledge having taken cognizance of the Amended and Restated Credit Agreement, the Guarantee Documents and the other Operative Documents and hereby accept the terms and conditions of each one thereof. In accordance with the provisions of Section 22.1 of the Amended and Restated Credit Agreement, we hereby irrevocably appoint and authorize the Administrative Agent to take such actions as agent on our behalf and to exercise such powers under the Amended and Restated Credit Agreement, the Guarantee Documents and the other Operative Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. We hereby expressly acknowledge, declare, agree and confirm that:

MT DOCS 14602927v4

SCHEDULE K – PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

15.

the Administrative Agent, in executing the Amended and Restated Credit Agreement and the other Operative Documents or any other document contemplated hereby as Administrative Agent has always had and continues to have its irrevocable mandate to act for and on our behalf in the execution of the aforesaid documents and in the assumption and performance of our obligations thereunder and to bind and oblige ourselves thereunder, the whole in the same manner and to the same extent as though we were an original party to the aforesaid documents and, to the extent same may be necessary, we hereby irrevocably confirm the aforesaid mandate of the Administrative Agent; and

16.

the execution by the Administrative Agent of the Amended and Restated Credit Agreement and the other Operative Documents or any other document contemplated hereby shall constitute for all purposes of said agreements and documents, our intervention under the said agreements and documents as an original party thereto.

We hereby confirm that we are entering into this Agreement without any representations or warranties by the Administrative Agent on any matter whatsoever including, without limitation, the effectiveness, validity, legality, enforceability, adequacy or completeness of the Amended and Restated Credit Agreement, the Guarantee Documents or the other Operative Documents or any document delivered pursuant thereto or in connection therewith or any of the terms, covenants and conditions therein or on the financial condition, creditworthiness, condition, affairs, status or nature of the Borrowers. We further confirm that we have relied solely on our own investigations and analysis in connection with all such matters and all other matters incidental to the Amended and Restated Credit Agreement, the Guarantee Documents and the other Operative Documents and the transactions contemplated therein and we confirm that we have not in any way relied upon, and will not hereafter rely upon, the Administrative Agent in respect of any such matters. This instrument shall, for all purposes, constitute our intervention into the Amended and Restated Credit Agreement. We would ask you to kindly confirm your acceptance of the foregoing by executing the enclosed duplicate copy hereof and delivering same to the Administrative Agent in accordance with the provisions of Section 2.9 of the Amended and Restated Credit Agreement. Note 1 Per:

__________________________________ Notes: 1.

Insert the full name of the Person requesting to accede to the Amended and Restated Credit Agreement as an ISDA Provider.

2.

Specify the date on which the Person shall become an ISDA Provider.

MT DOCS 14602927v4

SCHEDULE K – PAGE 3 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

CONSENT FROM THE BORROWERS AND THE GUARANTORS We hereby consent to Note 1 becoming a Finance Party to the Amended and Restated Credit Agreement in the capacity of an ISDA Provider as of and from Note 2 . Furthermore, we hereby expressly acknowledge, declare, agree and confirm that Note 1 , through the naming of the Administrative Agent as Administrative Agent for the Lenders and ISDA Providers, in each of the remaining Guarantee Documents, has all the benefits of and is hereby acknowledged for all purposes of the remaining Guarantee Documents as secured parties thereunder as fully as though they were original parties thereto. Dated: _______________. FIERA CAPITAL CORPORATION

FIERA US HOLDING INC.

Per:

Per:

<@>ADD SIGNATURES OF THE GUARANTORS<@>]

[<@>ADD SIGNATURES OF THE GUARANTORS<@>]

Per:

Per:

MT DOCS 14602927v4

SCHEDULE K – PAGE 4 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

CONSENT FROM THE ADMINISTRATIVE AGENT We, in our capacity as Administrative Agent, hereby consent to Note 1 becoming a Finance Party under the Amended and Restated Credit Agreement in the capacity of an ISDA Provider as of and from Note 2 . Dated: _______________. NATIONAL BANK OF CANADA as Administrative Agent Per:

Per:

MT DOCS 14602927v4

SCHEDULE K – PAGE 5 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

APPENDIX 1

NATIONAL BANK OF CANADA AS ADMINISTRATIVE AGENT Commercial Loan Servicing Syndication and Agency Group 500 Place d’Armes 26th Floor Transit no. 0897-1 Montréal, Québec H2G 2B3

FIERA CAPITAL CORPORATION 1501 McGill College Avenue Suite 800 Montréal, Québec H3A 3M8

<@> [NOTE TO DRAFT: Add name and address of other Lenders at the time of accession of the new ISDA Provider.]

FIERA US HOLDING INC. 1501 McGill College Avenue Suite 800 Montréal, Québec H3A 3M8

[NOTE TO DRAFT: Add name and address of each Guarantor at the time of accession of the new ISDA Provider.]

MT DOCS 14602927v4

SCHEDULE "L" INTELLECTUAL PROPERTY Owned Trademarks Trademark:

THE POWER OF THINKING

Registration No.:

808,744

Registrant:

Fiera Sceptre Inc.

Trademark:

Registration No.:

524, 211

Registrant:

Fiera Capital Corporation

Trademark:

Registration No.:

524,152

Registrant:

Fiera Capital Corporation

Trademark:

« NOUS ASSURONS LA SÉCURITÉ FINANCIÈRE DEPUIS 1955 »

Registration No.:

524,110

Registrant:

Fiera Capital Corporation

285275.00083/91221874.1

SCHEDULE L - PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION)

Trademark:

« SCEPTRE »

Registration No.:

515,195

Registrant:

Fiera Capital Corporation

Trademarks under licence Under an agreement between Fiera Capital Corporation and a corporation controlled by JeanGuy Desjardins, Fiera Capital Corporation was granted a license to use the name "Fiera". Such license was granted in consideration for a nominal amount and is automatically renewed on an

285275.00083/91221874.1

SCHEDULE "M" SUBSIDIARIES As of May 31, 2015 LEGAL NAME

CAPITAL STOCK

BORROWER PARTY

FIERA CAPITAL FUNDS INC.

Borrower (100%)

No

THE FIERA CAPITAL QSSP II INVESTMENT FUND INC.

Borrower (100%)

No

FIERA QUANTUM GP INC.

Borrower (100%)

No

9276-5072 QUÉBEC INC.

Borrower (100%)

No

FIERA QUANTUM LIMITED PARTNERSHIP

9276-5072 Québec Inc. (55%)

No

FQ ABCP GP INC.

Fiera Quantum Limited Partnership (100%)

No

FQ GENPAR LLC

Fiera Quantum Limited Partnership (100%)

No

FIERA US HOLDING INC.

Borrower (100%)

Yes

BEL AIR INVESTMENT ADVISORS LLC

Fiera US Holding Inc. (100%)

Yes

BEL AIR SECURITIES LLC

Fiera US Holding Inc. (100%)

No

WILKINSON O'GRADY & CO. INC.

Fiera US Holding Inc. (100%)

Yes

8645230 CANADA INC.

Borrower (100%)

Yes

GESTION FIERA CAPITAL S.À.R.L.

8645230 Canada Inc. (100%)

Yes

BEL AIR MANAGEMENT, LLC

Bel Air Investment Advisors LLC (100%)

No

FIERA USA US EQUITIES GP LLC

Bel Air Investment Advisors LLC (100%)

No

FIERA USA US EQUITIES FUND LP

Fiera USA US Equities GP LLC (100%)

No

285275.00083/91221874.1

SCHEDULE P - PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION )

FIERA USA GLOBAL EQUITIES GP LLC

Bel Air Investment Advisors LLC (100%)

FIERA USA GLOBAL EQUITIES FUND LP Fiera USA Global Equities GP LLC (100%)

No No

FIERA USA EAFE EQUITIES GP LLC

Bel Air Investment Advisors LLC (100%)

No

FIERA USA EAFE EQUITIES FUND LP

Fiera USA EAFE Equities GP LLC (100%)

No

PROPEL CAPITAL CORPORATION

Borrower (100%)

No

285275.00083/91221874.1

SCHEDULE "N" ORGANIZATIONAL CHART

285275.00083/91221874.1

SCHEDULE "O" EXISTING BAs

NOMINAL AMOUNT

ISSUANCE DATE

SELECTED MATURITY DATE

[Redacted]

June 3, 2015

July 3, 2015

[Redacted]

June 8, 2015

July 8, 2015

EXISTING LIBOR

NOMINAL AMOUNT

ISSUANCE DATE

SELECTED MATURITY DATE

[Redacted]

June 19, 2015

July 20, 2015

[Redacted]

June 8, 2015

July 8, 2015

[Redacted]

June 8, 2015

July 8, 2015

MT DOCS 14602927v4

SCHEDULE "P" BA LIABILITIES AS REGARDS EXISTING BAs

NOMINAL AMOUNT

[Dollar amount redacted] (maturing on July 3, 2015)

STAMPING FEES PAID PRIOR TO THE AMENDMENT AND RESTATEMENT DATE

AS OF THE AMENDMENT AND RESTATEMENT DATE

National Bank of Canada

[Redacted]

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

BA LIABILITIES

STAMPING FEES PAID PRIOR TO THE AMENDMENT AND RESTATEMENT DATE

BA LIABILITIES

PRIOR TO THE AMENDMENT AND RESTATEMENT DATE

AS OF THE AMENDMENT AND RESTATEMENT DATE

National Bank of Canada

[Redacted]

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

[Redacted]

Bank of Montreal

[Redacted]

[Redacted]

[Redacted]

The Bank of Nova Scotia

[Redacted]

[Redacted]

[Redacted]

Royal Bank of Canada

[Redacted]

[Redacted]

[Redacted]

The TorontoDominion Bank

[Redacted]

[Redacted]

[Redacted]

BA LENDERS

Bank of Montreal The Bank of Nova Scotia Royal Bank of Canada The TorontoDominion Bank

NOMINAL AMOUNT

[Dollar amount redacted] (maturing on July 8, 2015)

MT DOCS 14602927v4

BA LIABILITIES

PRIOR TO THE AMENDMENT AND RESTATEMENT DATE

BA LIABILITIES

BA LENDERS

SCHEDULE P - PAGE 2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (FIERA CAPITAL CORPORATION )

LIBOR LIABILITIES AS REGARDS EXISTING LIBOR

NOMINAL AMOUNT [Dollar amount redacted] (maturing on July 20, 2015)

NOMINAL AMOUNT [Dollar amount redacted] (maturing on July 8, 2015)

NOMINAL AMOUNT [Dollar amount redacted] (maturing on July 8, 2015)

MT DOCS 14602927v4

LIBOR LIABILITIES

LIBOR LIABILITIES

PRIOR TO THE AMENDMENT AND RESTATEMENT DATE

AMENDMENT AND RESTATEMENT DATE

National Bank of Canada

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

Bank of Montreal

[Redacted]

[Redacted]

The Bank of Nova Scotia

[Redacted]

[Redacted]

Royal Bank of Canada

[Redacted]

[Redacted]

The Toronto-Dominion Bank

[Redacted]

[Redacted]

LIBOR LIABILITIES

LIBOR LIABILITIES

LENDERS

AS OF THE

PRIOR TO THE

AS OF THE

AMENDMENT AND RESTATEMENT DATE

AMENDMENT AND RESTATEMENT DATE

National Bank of Canada

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

Bank of Montreal

[Redacted]

[Redacted]

The Bank of Nova Scotia

[Redacted]

[Redacted]

Royal Bank of Canada

[Redacted]

[Redacted]

The Toronto-Dominion Bank

[Redacted]

[Redacted]

LIBOR LIABILITIES

LIBOR LIABILITIES

LENDERS

PRIOR TO THE

AS OF THE

AMENDMENT AND RESTATEMENT DATE

AMENDMENT AND RESTATEMENT DATE

National Bank of Canada

[Redacted]

[Redacted]

Caisse centrale Desjardins

[Redacted]

[Redacted]

Bank of Montreal

[Redacted]

[Redacted]

The Bank of Nova Scotia

[Redacted]

[Redacted]

Royal Bank of Canada

[Redacted]

[Redacted]

The Toronto-Dominion Bank

[Redacted]

[Redacted]

LENDERS