with respect to the Disposition of any Asset by the Borrowers or any Guarantors, the net amount equal to the aggregate amount received in cash in connection with such Disposition (including, without limitation, the release of any amount from an indemnity reserve or similar fund established in connection with such Disposition, but only as and when received), less the sum of reasonable fees, including reasonable accounting, advisory and legal fees, commissions and other out-of-pocket expenses and costs associated with the repayment of Debt or the unwinding of any hedge agreements (as evidenced by supporting documentation provided to the Canadian Agent) incurred or paid for by the Borrowers or any Guarantors in connection with such Disposition;

with respect to the issuance or creation of Debt by the Borrowers or any Guarantor, whether private or public, of any Person, the net amount equal to the aggregate amount received in cash in connection with such creation or issuance, less the sum of reasonable fees, including reasonable accounting, advisory and legal fees, commissions, commitment, structuring and other similar fees and other out-of-pocket expenses and costs associated with the repayment of Debt or the unwinding of any hedge agreements (as evidenced by supporting documentation provided to the Canadian Agent) incurred or paid for by the Borrowers or any Guarantor in connection with such creation or issuance;

with respect to the receipt of proceeds under any insurance policy (other than business interruption insurance or liability policy), the net amount equal to the aggregate amount received (or receivable) in cash by the Borrowers or any of its Subsidiaries in connection with such insurance proceeds; and

with respect to the issuance of any securities by any Person or of any capital contributions by any Person in such Person, the net amount equal to the aggregate amount received in cash in connection with such issuance or contribution by any Person in such Person, less the sum of reasonable fees, including reasonable accounting, advisory and legal fees, commissions and other out-of-pocket expenses and costs associated with repayment of Debt or the unwinding of any hedge agreements (as evidenced by supporting documentation provided to the Canadian Agent) incurred or paid for by such Person in connection with the issuance of any such securities or of any capital contributions by any Person in such Person.

the reservations, limitations, provisos and conditions, if any, expressed in the original grant of an immovable (“real property”) from the Crown or letters patent from the Crown;

restrictions, easements, servitudes, rights of way or other similar rights in land, including, in each case, for sewers, drains, gas and water mains, electric light and power or telephone and telegraph conduits, poles and cables, pipelines or zoning restrictions affecting the use of such Person’s immovable (“real properties”), in each case, which do not materially or adversely impair the use for which any one of such immovable (“real properties”) is intended;

any Lien for Taxes, assessments or other governmental charges or levies which are not yet due or, if due, the validity of which is being contested diligently and in good faith by or on behalf of the Person allegedly liable therefor, and for which such Person has set aside appropriate reserves on its books, as and if required by GAAP;

any Lien in respect of any judgment rendered or claim filed against such Person, which such Person or others on its behalf will be contesting diligently and in good faith by or on behalf of such Person, and for which such Person has set aside appropriate reserves on its books, as and if required by GAAP and provided that in respect of (i) any final non-appealable judgment rendered against such Person in an amount of not less than $[REDACTED] and (ii) the amount by which final non-appealable judgments rendered against such Person or Persons exceed, in the aggregate, $[REDACTED], adequate security (including an amount in cash, a letter of credit or a suretyship) for such reserves has been provided to the Revolving Lenders;

any Lien of any craftsman, workman, builder, contractor, supplier of materials, architect, engineer or subcontractor of any one thereof or any other similar Lien related to the construction or the maintenance of such Person’s real or immovable properties or any undetermined or inchoate Lien, provided that any such Lien is not registered or published or that such Person has not received a notice in respect of same in accordance with the provisions of any Applicable Law, or provided that such Lien secures an obligation whose terms has not yet expired or that such Person is not in default to perform same or, if notice has been given or if such Lien is registered or published, which such Person or others on its behalf will be contesting diligently and in good faith by or on behalf of such Person and for which such Person has set aside appropriate reserves on its books, as and if required by GAAP;

other statutory Liens in respect of an amount not yet due or, if due, the validity of which is being contested diligently and in good faith by or on behalf of such Person, and for which such Person has set aside appropriate reserves on its books, as and if required by GAAP;

any Lien (other than any Lien in respect of a pension plan) consisting of the pledges or deposits made pursuant to laws relating to workmen’s compensation, unemployment insurance and other social security laws or regulations or similar laws, or deposits made in good faith in connection with offers, tenders, leases or contracts (excluding, however, the borrowing of money or the repayment of money borrowed), deposits of cash or securities in order to secure appeal bonds or bonds required in respect of judicial proceedings;

easements, covenants, rights-of-way, minor title defects, homologated lines, zoning and building by-laws, ordinances, regulations and other governmental restrictions on the use of immovable (“real property”), provided that none of the foregoing materially adversely affects the use, the value or marketability of such immovable property (“real property”);

Intentionally deleted;

(i) Liens securing Debt under Capital Lease Obligations and Purchase Money Obligations and (ii) Liens, not otherwise permitted under the other subsections of this definition, securing Debt, which in the aggregate do not exceed an amount equal to 5% of the Shareholders’ Equity;

Liens existing on the date of execution and delivery hereof and described in Schedule 9.1(2);

any movable hypothecs in favor of lessors provided that any such movable hypothec charges only the corporeal property of a Loan Party situated in the premises leased to such Loan Party and secures only the obligations under the lease for such premises;

Intentionally deleted;

statutory Liens of landlords and lessors in respect of rent not in default;

possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments permitted under Section 9.2(4)(ii), provided that such liens (a) attach only to such Investments and (b) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries;

Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party;

Liens in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods into the United States and securing obligations that are being contested in good faith by appropriate proceedings, provided that (i) the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (ii) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation; and

Liens consented to by the Revolving Lenders.

the costs, charges, expenses incurred, assumed or paid by the Revolving Lenders in connection with any Right, Remedy or Recourse exercised under any applicable Law or under any Loan Document, with interest thereon as therein provided (to the exclusion of any internal or administrative cost of any Revolving Lender);

if the Revolving Lenders are bound thereto, any claim which by the effect of Law, entitles its beneficiary to be paid in priority to the obligations guaranteed by the Loan Documents, whether resulting from conventional security or from a Prior Claim;

any claim or debt, in principal, interest, fees and accessories and interests on arrears of interests, fees and accessories for which, by Law, the Revolving Lenders or any one thereof may be held to be liable as a consequence of the exercise of any of their or of its Rights, Remedies or Recourses under the Loan Documents or this Agreement; and

the sum of the amounts payable by the Borrowers under Section 10.2;

the right to accelerate any Debt owed to such Person or to demand payment of any Indebtedness payable on demand or to demand payment under any guarantee;

the right to institute or prosecute any litigation;

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

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

the exercise of the rights or a creditor under any insolvency proceeding.

the aggregate of such Person’s property is, at a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable payment of all such Person’s obligations and liabilities (including contingent liabilities), due and accruing due;

such Person is able to meet its obligations generally as they become due;

such Person has not ceased paying its current obligations in the ordinary course of business generally as they become due;

such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature; and

such Person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute an unreasonably small capital.

Each Canadian Revolving Lender individually, and not solidarily, agrees, on the terms and conditions of this Agreement, to make Accommodations to MTY in a maximum amount equal to such Canadian Revolving Lender’s Canadian Revolving Credit Commitment. Each U.S. Revolving Lender individually, and not solidarily, agrees, on the terms and conditions of this Agreement to make Accommodations to MTY USA in a maximum amount equal to such U.S. Revolving Lender’s U.S. Revolving Credit Commitment. The Fronting Letter of Credit Lender agrees, in accordance with the terms and conditions of this Agreement, to make Letters of Credit available to MTY up to the amount of its Letter of Credit Commitment. The Swingline Lender agrees, on the terms and conditions of this

Accommodations under the Canadian Revolving Credit Subfacility shall be made available to MTY by the Canadian Revolving Lenders as BA Instruments, Canadian Prime Rate Advances, Base Rate (Canada) Advances, LIBOR Rate Advances and Letters of Credit. Accommodations under the U.S. Revolving Credit Subfacility shall be made available to MTY USA by the U.S. Revolving Lenders as U.S. Prime Rate Advances and LIBOR Rate Advances as well as, pursuant to Section 3.4. only, Canadian Prime Rate Advances. Accommodations by the Swingline Lender shall be made available as Swingline Advances pursuant to Article 3. Accommodations by the Fronting Letter of Credit Lender shall be made available as Letters of Credit pursuant to Article 5.

The Accommodations Outstanding under the Revolving Credit Facility, shall not at any time exceed the Revolving Credit Commitment. The Accommodations Outstanding under the Canadian Revolving Credit Subfacility shall not at any time exceed the Canadian Revolving Credit Commitment. The Accommodations Outstanding under the U.S. Revolving Credit Subfacility shall not at any time exceed the U.S. Revolving Credit Commitment. The Accommodations Outstanding under the Revolving Credit Facility to each Revolving Lender shall not at any time exceed such Revolving Lender’s Revolving Credit Commitment. The Accommodations Outstanding under the Canadian Revolving Credit Subfacility to each Canadian Revolving Lender shall not at any time exceed such Canadian Revolving Lender’s Canadian Revolving Credit Commitment. The Accommodations Outstanding under the U.S. Revolving Credit Facility to each U.S. Revolving Lender shall not at any time exceed such U.S. Revolving Lender’s U.S. Revolving Credit Commitment. The sum of the principal amount of all Swingline Advances shall not at any time exceed the Swingline Commitment. The Fronting Letter of Credit Lender shall not be required at any time to make a Letter of Credit available to MTY if, following the issuance or renewal of such Letter of Credit, the aggregate outstanding Face Amount of the Fronting Letter of Credit Lender’s outstanding Letters of Credit would exceed its Letter of Credit Commitment.

The Revolving Credit Facility shall revolve and no payment or repayment under the Revolving Credit Facility shall reduce the Revolving Credit Commitment thereunder.

The Revolving Credit Facility shall be available in one or more Accommodations from time to time prior to the Maturity Date in respect thereof.

If, on any day, the Accommodations Outstanding under the Revolving Credit Facility (other than any Swingline Advances) exceed 103% of the Revolving Credit Commitment as a result of fluctuations in exchange rates (the amount by which such Accommodations Outstanding exceed 100% of the Revolving Credit Commitment being the “Excess”) (it being understood that the relevant currency conversion calculations shall be based on the applicable rate referred to in the definition of Equivalent Amount), the Borrowers shall on the third Business Day following such day make an adjusting payment by repaying Floating Rate Advances in an amount equal to the Excess or, if the Borrowers do not have Floating Rate Advances outstanding in an amount equal to or greater than the Excess, make an adjusting payment by repaying all Floating Rate Advances and by repaying or prepaying or cash collateralizing Fixed Rate Advances and Drawings (if any and as applicable), as determined by the Borrowers in an amount equal to the amount by which the Excess exceeds the amount of the Floating Rate Advances repaid.

If, on any day, the Swingline Advances exceed 103% of the Swingline Commitment as a result of fluctuations in exchange rates (it being understood that the relevant currency conversion calculations shall be based on the applicable rate referred to in the definition of Equivalent Amount), MTY shall on the third Business Day following such day make an adjusting payment by repaying Swingline Advances in an amount equal to the Excess to the Swingline Lender. Upon any such Excess in Swingline Advances, the Swingline Lender shall promptly notify the Canadian Agent.

An amount equal to 100% of the Net Proceeds from any Disposition of any Assets by the Borrowers or any Guarantor (other than Permitted Asset Dispositions) in excess of an amount equal to 5% of Tangible Assets in any Financial Year (whether individually or in aggregate and taking into account any proceeds received in another currency at the Equivalent Amount at the time such proceeds are received) shall be applied to the

An amount equal to 100% of the Net Proceeds of any property insurance maintained by MTY or any of its Subsidiaries (other than business interruption insurance) received by MTY or any of its Subsidiaries in an amount in excess of an amount equal to 2.5% of Tangible Assets on account of each separate loss, damage or injury shall be applied forthwith upon receipt thereof, to the repayment of Accommodations Outstanding under the Revolving Credit Facility in accordance with Section 2.9, except to the extent such proceeds shall have been expended or committed by MTY or any of its Subsidiaries for the repair or replacement of the affected property within twelve months of receipt of such Net Proceeds and MTY shall have furnished to the Agents evidence satisfactory to the Agents of such expenditure or commitment to such expenditure.

The Borrowers may, subject to the provisions of this Agreement, (i) prepay without penalty or bonus Accommodations Outstanding under the Revolving Credit Facility (subject to the reimbursement to the Revolving Lenders of any breakage fees in the case of the prepayment of any LIBOR Rate Advance); or (ii) reduce the Revolving Lender’s Revolving Credit Commitments in whole or, subject to the next following sentence, in part, upon the number of Business Days notice to the Agents specified in Schedule 5 by a notice stating the proposed date and aggregate principal amount of the prepayment or reduction. In such case, the Borrowers shall pay to the Revolving Lenders in accordance with such notice the amount of such prepayment or the amount by which the Accommodations Outstanding under the Revolving Credit Facility exceed the proposed reduced Revolving Lender’s Revolving Credit Commitment. Each partial prepayment or reduction shall be in a minimum aggregate principal amount of $5,000,000 or U.S.$5,000,000 (if the Accommodations under the Revolving Credit Facility are denominated in U.S. Dollars) and an integral multiple of $1,000,000, or U.S.$1,000,000, as applicable.

MTY may not, pursuant to this Section 2.7, prepay the amount of any Drawing, except on the maturity date for the relevant Drawing.

Unless otherwise expressly provided in this Agreement, the Borrowers shall make any payment required to be made by it to the relevant Agent by depositing the amount of the payment to the account designated by such Agent by not later than 10:00 a.m. (Toronto time) on the date the payment is due. The Agents shall distribute to each applicable Revolving Lender promptly on the date of receipt by the Agents of any payment, an amount equal to the amount then due to each Revolving Lender. If the distribution is not made on that date, the Agents shall pay interest on the amount for each day, from the date the amount is received by the Agents until the date of distribution, at the prevailing interbank rate for late payments.

Unless otherwise expressly provided in this Agreement, the Agents shall make Accommodations and other payments to the Borrowers under this Agreement to the credit of the relevant Borrower’s Account with the amount of the payment in the relevant currency not later than 3:00 p.m. (Toronto time), provided that the Agents have received funds from the Revolving Lenders, on the date the payment is to be made.

Where, prior to crediting such funds to the relevant Borrower’s Account as provided above, the Agents receive from the Borrowers, in form and substance satisfactory to the Agents, an unconditional and irrevocable direction of payment instructing the Agents as to how to dispose of such funds (including by way of wire transfer of funds), the Agents 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 the Borrowers, if they are disposed of in the manner contemplated in any such direction of payment.

Subject to Section 2.9(2) and as otherwise provided in this Agreement, (A) each repayment or prepayment of the Revolving Credit Facility pursuant to Section 2.6 shall be applied by the relevant Agent first, to the repayment of any Accommodations Outstanding under the Revolving Credit Facility to each Revolving Lender, in accordance with such Revolving Lender’s rateable share thereof; and (B) each repayment or prepayment received by the relevant Agent pursuant to Section 2.7 or otherwise shall be applied by the applicable Revolving Lenders to the repayment of Accommodations Outstanding under the Revolving Credit Facility to each such Revolving Lender in accordance with its rateable share thereof.

All amounts received by the Agents from or on behalf of the Borrowers and not previously applied pursuant to this Agreement shall be applied by the Agents as follows (i) first, in reduction of the Borrowers’ obligation to pay any unpaid interest and any Fees which are due and owing; (ii) second, in reduction of the Borrowers’ obligation to pay any claims or losses referred to in Section 17.1; (iii) third, in reduction of the Borrowers’ obligation to pay any amounts due and owing on account of any unpaid principal amount of Advances which are due and owing; (iv) fourth, in reduction of the Borrowers’ obligation to pay any other unpaid Accommodations Outstanding which are due and owing; (v) fifth, in reduction of any other obligation of the Borrowers under this Agreement and the other Loan Documents; and (vi) sixth, to the Borrowers or such other Persons as may lawfully be entitled to or directed to receive the remainder.

All computations of interest shall be made by the Agents taking into account the actual number of days occurring in the period for which such interest is payable, and (i) if based on the Canadian Prime Rate, the Base Rate (Canada) or the U.S. Prime Rate on the basis of a year of 365 or 366 days, as applicable; or (ii) if based on the LIBOR Rate on the basis of a year of 360 days.

All computations of Fees shall be made by the Agents on the basis of a year of 365 or 366 days, as the case may be, taking into account the actual number of days occurring in the period for which such fees are payable.

For purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated using a rate based on a number of days less than a full year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by the number of days based on which such rate is calculated. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. The rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

At any time that no Default has occurred and is continuing, the Borrowers may, by notice to the Agents, request that on the terms and subject to the conditions contained in this Agreement, the Revolving Lenders or New Revolving Lenders provide up to an aggregate amount of $200,000,000 in additional loan commitments consisting of Revolving Lender’s Revolving Credit Commitments (the “Additional Revolving Credit Commitments”); provided, however, that any request for an increase shall be in a minimum amount of $25,000,000 and in multiples of $1,000,000;

Upon receipt of such notice, the Agents shall use commercially reasonable efforts to arrange for the Revolving Lenders to provide such Additional Revolving Credit Commitments, provided that the Agents will first offer each of the Revolving Lenders that

To the extent that any Revolving Lenders or New Revolving Lenders agree, in their sole discretion, to provide any Additional Revolving Credit Commitments, (i) the Revolving Credit Facility and the applicable Revolving Credit Commitments shall be increased by the amount of the Additional Revolving Credit Commitments agreed to be so provided, (ii) at such time and in such manner as the Borrower and the Agents shall agree, the Revolving Lenders shall assign and assume outstanding applicable Advances made by each Revolving Lender under the Revolving Credit Facility to conform to the respective percentages of the applicable Additional Revolving Credit Commitments of the Revolving Lenders, and (iii) the Borrower shall execute and deliver any amendments, supplements or modifications to any Loan Document as the Agents may reasonably request.

The Term Credit Facility shall be converted into the Revolving Credit Facility;

The Accommodations Outstanding (as defined in the Initial Credit Agreement) in respect of the Term Credit Facility shall continue as Accommodations Outstanding (as defined in this Agreement) of the same Type and shall be deemed to have been made or created and purchased as Accommodations Outstanding (as defined in this Agreement) for all intents and purposes of this Agreement; and

Upon such conversion of the Term Credit Facility and continuation of the Accommodations Outstanding (as defined in the Initial Credit Agreement) in respect of the Term Credit Facility, the Term Credit Facility, the Term Credit Commitment and each Term Lender’s Term Credit Commitment shall be irrevocably cancelled and terminated.

To the extent that any Libor Rate Advances and BA Instruments are outstanding under the Revolving Credit Facility (as defined in the Initial Credit Agreement) immediately before the effectiveness of this Agreement (the “Relevant Time”), the parties hereto agree and acknowledge that, notwithstanding Section 1.13, the rateable portion of such Accommodations shall be allocated to the Revolving Lenders and shall be determined as nearly as may be rateable in the circumstances and in good faith by the Canadian Agent on the basis of their respective Revolving Lender’s Revolving Credit Commitment (as defined in the Initial Credit Agreement) at the Relevant Time; it being understood that such allocations and determination shall no longer apply for each such Libor Rate Advance at the expiry of the Interest Period in respect thereof which is applicable thereto as of the Relevant Time or for each such BA Instrument at the expiry of the Selected Maturity Date in respect thereof which is applicable thereto as of the Relevant Time. It is further understood by the parties hereto that, when the above-mentioned allocation and determination no longer applies to any such Libor Rate Advances or BA Instruments as provided for above, the rateable portion of such Accommodations shall be immediately allocated to the Revolving Lenders in compliance with Section 1.13 and on the basis of their respective Revolving Lender’s Revolving Credit Commitments.

Each year, the Borrowers may request that the Maturity Date of the Revolving Credit Facility be extended for a period of one year (each such period to commence on the day immediately following the then current Maturity Date), by delivering to the Agents an extension request to that effect (each an “Extension Request”) at any time during any such year, starting in 2020, it being understood that the Maturity Date may not be so extended such that it falls more than 3 years after the effective date of any Extension Request.

Upon receipt of an Extension Request, the Agents shall deliver a copy thereof to each Revolving Lender (other than the Revolving Lenders that were Dissenting Lenders with respect to any previous request) and no later than twenty (20) Business Days following the receipt thereof from the Agents, each Revolving Lender shall inform the Agents of its decision to extend or not to extend the Maturity Date. The decision of a Revolving Lender to extend the Maturity Date is irrevocable. The failure by a Revolving Lender to inform the Agents of its decision within such period shall result in such Revolving Lender being deemed to have refused to extend its Maturity Date. Upon receipt by the Agents of the notices of acceptance or refusal (or deemed refusal) from the Revolving Lenders, the Agents shall promptly inform the Borrowers and the Revolving Lenders of the results.

If the aggregate amount of all of the Revolving Lender’s Revolving Credit Commitments (other than those of the Dissenting Lenders with respect to any previous request) of the Revolving Lenders who have agreed to extend the Maturity Date represents less than 66²⁄₃% of the Revolving Credit Commitment, then the then current Maturity Date shall not be extended and shall expire in accordance with its terms.

If the aggregate amount of all of the Revolving Lender’s Revolving Credit Commitments (other than those of the Dissenting Lenders with respect to any previous request) of the Revolving Lenders who have agreed to extend the Maturity Date represents 66²⁄₃% or more of the Revolving Credit Commitment:

the then current Maturity Date shall be extended as hereinabove mentioned in respect of the Revolving Lender’s Revolving Credit Commitments of those Revolving Lenders who have agreed to extend the Maturity Date; and

the Revolving Lender’s Revolving Credit Commitments of the Dissenting Lenders shall expire on the Maturity Date then in effect (without giving effect to the extension), it being understood that the Borrowers shall have the right at any time, at its sole expense and effort, to replace any such Dissenting Lender in accordance with Section 2.18 or to cancel the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender as contemplated and in accordance with Section 2.19, in each case at any time prior to the said Maturity Date then in effect (without giving effect to the extension) and provided, however, that no Event of Default has occurred and is continuing on the effective date of such replacement or cancellation, as the case may be. If the Borrowers have not replaced or cancelled the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender on or before the said Maturity Date then in effect (without giving effect to the extension), the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender shall be cancelled on the said Maturity Date then in effect (without giving effect to the extension), the Revolving Credit Commitment shall be reduced by the amount of the Revolving Lender’s Revolving Credit Commitment of the said Dissenting Lender and the Borrowers shall repay the entire amount of the Accommodations Outstanding of such Dissenting Lender.

The extension of the Maturity Date with respect to any Revolving Lender is at the sole discretion of each Revolving Lender and subject to the conditions precedent that (i) the representations and warranties in Article 8 be true and correct in all material respects as if they were made on the date specified in Article 8, except representations and warranties which relate to an earlier date, which shall be true and correct in all material respects as of such date; and the extension of the Maturity Date shall be deemed to constitute a representation and warranty that on such date such representations and warranties are true and correct in all material respects; (ii) no Default or Event of Default has occurred and is continuing; and (iii) payment of an extension fee to each Consenting Lender in an amount to be agreed between the Consenting Lenders and the Borrowers.

the Borrowers shall initially be required to ask each Consenting Lender, through the Agents, if it desires to have the Accommodations Outstanding or any portion thereof of such Dissenting Lender assigned to it and to assume the corresponding portion of the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender. If more than one Consenting Lender shall accept the foregoing offer, in whole or in part, then any such assignment of the Accommodations Outstanding or any portion thereof of such Dissenting Lender and any such assumption of the corresponding portion of the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender shall be allocated on a rateable share basis, together with all accrued interest and Fees and all other amounts payable in connection therewith.

in the event that no such Consenting Lender informs the Agents within ten (10) Business Days of such request of the Borrowers of its intention to proceed with such an assignment and assumption or in the event that the aggregate amount of the Accommodations Outstanding and the Revolving Lender’s Revolving Credit Commitment that the Consenting Lenders desire to have assigned to them is less than the amount of the Accommodations Outstanding and of the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender, the Borrowers may request that such portion of the Accommodations Outstanding and the Revolving Lender’s Revolving Credit Commitment of such Dissenting Lender be assigned to one or more financial institutions, the whole in accordance with Section 18.1(2); provided, however, that the Borrowers shall pay to the Agents the fees contemplated in Section 18.1(2)(f).

MTY may, upon giving not less than 10 Business Days prior written notice to the Agents (a “Subfacility Reallocation Request”), request that the amount of the Revolving Credit Facility be apportioned differently as between the Canadian Revolving Credit Subfacility and the U.S. Revolving Credit Subfacility. A Subfacility Reallocation Request may request a change (an increase and corresponding decrease) in respect of the Canadian Revolving Credit Commitment and U.S. Revolving Credit Commitment so long as (i) the Revolving Credit Commitment determined after such reallocation is made would not exceed the amount of the Revolving Credit Commitment in effect immediately before such reallocation is made and (ii) the Swingline Commitment and the Letter of Credit Commitment determined after such reallocation is made would not exceed the Canadian Revolving Credit Commitment. Any such Subfacility Reallocation Request shall not be delivered more than once during any Financial Quarter of MTY.

On or before the last Business Day of the Financial Quarter of MTY during which any Subfacility Reallocation Request is submitted to the Canadian Agent, the Canadian Agent shall promptly notify the Revolving Lenders of such fact and the components of the Revolving Lender’s Revolving Credit Commitment of each Revolving Lender shall be automatically modified as of the first Business Day of the Financial Quarter of MTY following the expiry of the 10 Business Day notice period referred to in subsection 2.20(1) and thereupon each component of the Revolving Credit Facility shall be modified accordingly and the rateable share of each Revolving Lender in respect of such components of the Revolving Lender’s Revolving Credit Commitment and Accommodations shall be adjusted accordingly.

To the extent that any Libor Rate Advances and BA Instruments are outstanding under the Revolving Credit Facility immediately before the effectiveness of this Agreement or of any modification to the components to the Revolving Lender’s Revolving Credit Commitment of each Revolving Lender pursuant to Section 2.20(2), as applicable (the “Relevant Time”), the parties hereto agree and acknowledge that, notwithstanding Section 1.13, the rateable portion of such Accommodations shall be allocated to the Canadian Revolving Lender’s Canadian Revolving Credit Commitment and to the U.S. Revolving Lender’s U.S. Revolving Credit Commitment of each Revolving Lender and shall be determined as nearly as may be rateable in the circumstances and in good faith by the Canadian Agent on the basis of their respective Revolving Lender’s Revolving Credit Commitment at the Relevant Time; it being understood that such allocations and determination shall no longer apply for each such Libor Rate Advance at the expiry of the Interest Period in respect thereof which is applicable thereto as of the Relevant Time or for each such BA Instrument at the expiry of the Selected Maturity Date in respect thereof which is applicable thereto as of the Relevant Time. It is further understood by the parties hereto that, when the above-mentioned allocation and determination no longer applies to any such Libor Rate Advances or BA Instruments as provided for above, the rateable portion of such Accommodations shall be immediately allocated to the Revolving Lenders in compliance with Section 1.13 and on the basis of their respective Revolving Lender’s Revolving Credit Commitments.

Each Canadian Revolving Lender individually, and not solidarily, agrees, in accordance with the terms and conditions of this Agreement (including Section 2.1(2)) and in accordance with the applicable Borrowing Notice, to make Advances (other than U.S. Prime Rate Advances) to MTY from time to time on any Business Day prior to the Maturity Date. Each U.S. Revolving Lender individually, and not solidarily, agrees, in accordance with the terms and conditions of this Agreement (including Section 2.1(2)) and in accordance with the applicable Borrowing Notice, to make U.S. Prime Rate Advances and LIBOR Rate Advances, as well as Canadian Prime Rate Advances pursuant to Section 3.4 only, to MTY USA from time to time on any Business day prior to the Maturity Date. The Swingline Lender agrees, in accordance with the terms and conditions of this Agreement, to make Swingline Advances consisting of Canadian Prime Rate Advances (on a same day basis) to MTY from time to time on any Business Day prior to the Maturity Date in respect of the Swingline Lender. Each Revolving Lender shall fund its share of an Advance by 2:00 p.m. Toronto time.

Each Borrowing under the Revolving Credit Facility shall consist of the same Types of Advances made to the Borrowers on the same day by the applicable Revolving Lenders in accordance with each applicable Revolving Lender’s relevant rateable portion. Each requested Advance shall be in the minimum aggregate amount and in an integral multiple of the amount set forth in Schedule 5.

The Swingline Lender may, in its sole discretion, give notice to the Canadian Agent who shall forthwith notify the Canadian Revolving Lenders that the principal amount of the Swingline Lender’s outstanding Swingline Advances shall be funded with a Borrowing under the Canadian Revolving Credit Subfacility (provided that such notice shall be deemed to have been given (y) on the Maturity Date in respect of the Canadian Revolving Credit Subfacility if MTY shall not have repaid all Swingline Advances in respect of the Swingline Lender on or prior to such day, and (z) upon the occurrence of an Event of Default) in which case Advances under the Canadian Revolving Credit Subfacility (each such Borrowing, a “Mandatory Borrowing”) shall be made on the next Business Day by all Canadian Revolving Lenders so that immediately after the Mandatory Borrowing, each Canadian Revolving Lender shall share rateably in the Accommodations Outstanding under the Canadian Revolving Credit Subfacility and the proceeds of such Mandatory Borrowing shall be applied directly by the Canadian Agent to repay Advances outstanding to the Swingline Lender. Each Canadian Revolving Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Canadian Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 7 are not then satisfied; (iii) that a Default or an Event of Default has occurred and is continuing; (iv) the date of such Mandatory Borrowing; and (v) any reduction in the Canadian Revolving Credit Commitment after any Advance was made by the Swingline Lender.

Except as provided in Section 3.2(2), each Borrowing shall be made on the number of days prior notice specified in Schedule 5, given not later than 11:00 a.m. (Toronto time) by the Borrowers to the Agents. Each notice of a Borrowing (a “Borrowing Notice”) shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the Borrowers and shall specify (i) the requested date of the Borrowing; (ii) the Type of Advance requested; (iii) the aggregate amount of the Borrowing; and (iv) in the case of a Fixed Rate Advance, the initial Interest Period. Upon receipt by the relevant Agent of funds from the applicable Revolving Lenders and fulfilment of the applicable conditions set forth in Article 7, the Agents will make such funds available to the Borrowers in accordance with Article 2.

Each Swingline Advance shall be made by the Swingline Lender, without notice from or to MTY, in respect of any overdraft in any one or more of MTY’s accounts with the Swingline Lender by deposit to such account of an amount equal to such overdraft. The Swingline Lender shall provide the Canadian Agent with the same information as would be contained in a Borrowing Notice within one Business Day of any Swingline Advance.

The Borrowers may elect to (i) change any Advance outstanding, or any portion thereof, in each case, in the minimum aggregate amount referred to in Section 3.1(2) to another Type of Advance as set out in Section 3.1(1) or, in the case of MTY only, convert an Advance outstanding to another Type of Accommodation (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Fixed Rate Advance, as of the last day of the Interest Period applicable to such Fixed Rate Advance, provided that in the case of the change or conversion of a Canadian Dollar Advance to a U.S. Dollar Advance, or a U.S. Dollar Advance to a Canadian Dollar Advance, the principal amount and interest thereon of such Advance to be changed or converted is paid in full on the date of such change or conversion; or (ii) continue any Fixed Rate Advance for a further Interest Period beginning on the last day of the then current Interest Period applicable to such Advance.

Each election to change or convert an Advance into another Type of Advance or Type of Accommodation or to continue a Fixed Rate Advance for a further Interest Period, shall be made on the number of days prior notice specified in Schedule 5 given, in each case, not later than 11:00 a.m. (Toronto time) by the Borrowers to the Agents. Each such notice (an “Interest Rate Election Notice”) shall be given substantially in the form of Schedule 2 and shall be irrevocable and binding upon the Borrowers. If the Borrowers fail to deliver an Interest Rate Election Notice to the Agents for any Fixed Rate Advance as provided in this Section 3.3(2), such Fixed Rate Advance shall be converted (as of the last day of the applicable Interest Period) to and be outstanding as a Base Rate (Canada) Advance in the case of MTY and a U.S. Prime Rate Advance in the case of MTY USA. The Borrowers shall not select an Interest Period which conflicts with the definition of Interest Period.

the right of the Borrowers to select any such Type of Advance from such Revolving Lender shall be suspended from the date of such notice thereof by such Revolving Lender to the Agents until such Revolving Lender determines, and has given notice of such determination to the Agents, that the circumstances causing the suspension no longer exist;

if any such Type of Advance is not yet outstanding, any applicable Borrowing Notice shall be suspended in respect of such Revolving Lender from the date of notice thereof by such Revolving Lender to the Agents until such Revolving Lender determines, and has given notice of such determination to the Agents, that the circumstances causing the suspension no longer exist;

if any LIBOR Rate Advance is already outstanding at any time when the right of the Borrower to select a LIBOR Rate Advance is suspended, it and all other LIBOR Rate Advances shall be converted automatically into a Base Rate (Canada) Advance in the case of MTY and a U.S. Prime Rate Advance in the case of MTY USA on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law) or, if at such time the right of MTY to select a Base Rate (Canada) Advance or of MTY USA to select a U.S. Prime Rate Advance is suspended, then any such LIBOR Rate Advance shall be converted automatically into a Canadian Prime Rate Advance on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law) in a principal amount equal to the Equivalent Amount in Canadian Dollars of such LIBOR Rate Advance determined on the date of conversion thereof; and

if any relevant Base Rate (Canada) Advance or U.S. Prime Rate Advance is already outstanding at any time when the right of MTY to select Base Rate (Canada) Advances or of MTY USA to select a U.S. Prime Rate Advance respectively is suspended, it and all other Base Rate (Canada) Advances or U.S. Prime Rate Advances shall be converted automatically into a Canadian Prime Rate Advance as soon as possible thereafter on a date fixed by the Canadian Agent or the U.S. Agent, notice of which shall promptly be given to MTY or MTY USA, in a principal amount equal to the Equivalent Amount in Canadian Dollars of such Base Rate (Canada) Advance or U.S. Prime Rate Advance determined on the date of conversion thereof.

Base Rate (Canada) Advances. If and so long as such Advance is a Base Rate (Canada) Advance and subject as provided in the following sentence, at a rate per annum equal at all times to the Base Rate (Canada) in effect from time to time plus the Applicable Margin, calculated daily and payable in arrears (i) on the third day of each month in each year and if such day is not a Business Day, on the next Business Day; and (ii) on the day on which such Base Rate (Canada) Advance becomes due and payable in full pursuant to the provisions hereof. Any amount of principal of, or interest on, any such Base Rate (Canada) Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall be payable on demand and shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, at a rate per annum equal to the sum of (i) Base Rate (Canada) in effect from time to time; (ii) the Applicable Margin; and (iii) to the extent permitted by law, 1%.

U.S. Prime Rate Advances. If and so long as such Advance is a U.S. Prime Rate Advance and subject as provided in the following sentence, at a rate per annum equal at all times to the U.S. Prime Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in arrears (i) on the third day of each month in each year and if such day is not a Business Day, on the next Business Day; and (ii) on the day on which such U.S. Prime Rate Advance becomes due and payable in full pursuant to the provisions hereof. Any amount of principal of, or interest on, any such U.S. Prime Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall be payable on demand and shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, at a rate per annum equal to the sum of (i) U.S. Prime Rate in effect from time to time; (ii) the Applicable Margin; and (iii) to the extent permitted by law, 1%.

Canadian Prime Rate Advances. If and so long as such Advance is a Canadian Prime Rate Advance and subject as provided in the following sentence, at a rate per annum equal at all times to the Canadian Prime Rate in effect from time to time plus the Applicable Margin, calculated daily and payable in arrears (i) on the third day of each month in each year and if such day is not a Business Day, on the next Business Day; and (ii) on the day on which such Canadian Prime Rate Advance becomes due and payable in full pursuant to the provisions hereof. Any amount of principal of, or interest on, any such Canadian Prime Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall be payable on demand and shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, at a rate per annum equal to the sum of (i) Canadian Prime Rate in effect from time to time; (ii) the Applicable Margin; and (iii) to the extent permitted by law, 1%.

LIBOR Rate Advances. If and so long as such Advance is a LIBOR Rate Advance and subject as provided in the following sentence, at a rate per annum equal at all times during any Interest Period for such LIBOR Rate Advance to the LIBOR Rate for such Interest Period plus the Applicable Margin, calculated daily and payable in arrears, and without duplication, (i) in the case of an Interest Period longer than 3 months, on the date falling three months from the beginning of such Interest Period and on the date falling three months thereafter, and so on from time to time during such Interest Period; (ii) on the last day of such Interest Period; and (iii) on the day on which such LIBOR Rate Advance becomes due and payable in full pursuant to the provisions hereof. Any amount of principal of or interest on any such LIBOR Rate Advance which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall be payable on demand and shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, at a rate per annum equal to the sum of (i) Base Rate (Canada) in the case of MTY and the U.S. Prime Rate in the case of MTY USA in effect from time to time; (ii) the Applicable Margin; and (iii) to the extent permitted by law, 1%.

Default Rate. Upon the occurrence of an Event of Default which is continuing, the Agents may, in their sole discretion, declare that interest and fees on the Revolving Credit Facility will be payable based on the Applicable Margin or Applicable Standby Fee Rate, as applicable, plus 2% per annum.

Any Drawing Notice or Interest Rate Election Notice pursuant to which MTY requests an issue of BAs shall be delivered to the Canadian Agent by 11:00 a.m. (Toronto time) at least two (2) Business Days prior to the proposed Issuance Date and shall specify the following information:

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 or such other period as may be acceptable to the Canadian Agent, acting in accordance with the instructions of all the Canadian Revolving Lenders;

the aggregate Face Amount of such issue of BAs. Such aggregate Face Amount must be at least $2,000,000 and a whole multiple of $100,000; and

the Selected Maturity Date which must be a Business Day falling prior to the Maturity Date.

At the latest on the Business Day immediately preceding any Issuance Date, the Canadian Agent shall notify each Canadian Revolving Lender of the aggregate face amount of BAs to be accepted by it on the Issuance Date and of the Selected Period applicable to such BAs. The Canadian Agent shall promptly notify MTY and each Canadian Revolving Lender, prior to 11:00 a.m. (Montréal time) on any Issuance Date of the Discount Rate, Stamping Fee and BA Proceeds applicable to such BAs.

The aggregate face amount of an issue of BAs shall be apportioned as among the Canadian Revolving Lenders based on the relevant rateable portion of each Canadian Revolving Lender. Where such apportionment results in the aggregate face amount of BAs to be accepted by a Canadian Revolving Lender for the same Selected Period not to be a whole multiple of $1,000, such aggregate face amount shall be increased or reduced by the Canadian Agent in its sole discretion to the nearest whole multiple of $1,000 or as customarily required from time to time under the bankers’ acceptance money market, without affecting the aggregate face amount of BAs accepted by the Canadian Revolving Lenders for the same Selected Period.

In connection with and in consideration for the acceptance by each Canadian Revolving Lender of Drafts as contemplated in Section 4.3, MTY shall pay to each Canadian

Where during any Selected Period, the Applicable Margin changes, on the Reset Date upon which such change has taken effect (or when the Canadian Agent is unable to proceed on the Reset Date, within five (5) Business Days of any request from the Canadian Agent), MTY, on the one hand, and the Canadian Agent, for the account of the Canadian Revolving Lenders, on the other hand, shall settle as among themselves any amounts resulting from any adjustment of the Applicable Margin during such Selected Period, taking into consideration the Applicable Margin that would have been applicable on the date of any such change to any outstanding Advance made by way of BAs as of and from the date of any such change, the remaining term of the applicable Selected Period and the face amount of the relevant BAs. The Canadian Revolving Lenders and MTY, through the Canadian Agent, shall pay to each other, as required, the appropriate amounts resulting from any such adjustment.

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

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

Any BA so purchased by any Canadian Revolving Lender 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 Canadian Revolving Lender may consider appropriate to make or (z) a clearing house within the meaning of the Depository Bills and Notes Act (Canada).

The obligations of MTY 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:

any lack of validity or enforceability of any Draft accepted by any Canadian Revolving Lender as a BA, except where such lack of validity or enforceability shall have resulted from such Canadian Revolving Lender’s intentional or gross fault or wilful misconduct or that of its directors, officers, employees, advisors, representatives and agents; or

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

In order to facilitate the issuance of BAs hereunder, MTY hereby authorizes each of the Canadian Revolving Lenders 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), the whole as and when deemed necessary by any such Canadian Revolving Lender for all purposes of this Article 4. In this regard, the parties hereto do hereby agree as follows:

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

neither the Canadian Agent nor the Canadian Revolving 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 4, except for its or their own intentional or gross fault or wilful misconduct;

MTY shall pay upon demand to each Canadian Revolving Lender, the face amount of any form of Draft which on its face appears or purports to have been issued by MTY and circulated fraudulently or without authority by any Person other than the Canadian Agent, the Canadian Revolving Lenders or any of their respective directors, officers, employees or representatives and which was subsequently

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

The provisions of this Article 4 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 MTY based on its relevant rateable portion of any Advance that, pursuant to a Drawing Notice or Interest Rate Election Notice, MTY may request, be or become outstanding by way of BAs.

The principal amount of the Indebtedness of MTY towards such Non-BA Lender with respect to any Advance made by such Non-BA Lender under this Section 4.11, shall be equal to the face amount of any BA Equivalent Note issued by MTY in order to evidence such Advance.

In order to provide such Non-BA Lender with comparable benefits to those enjoyed by the other Canadian Revolving Lenders under this Article 4, in connection with each BA Equivalent Note issued by MTY to such Non-BA Lender, such Non-BA Lender shall make available to MTY an amount equal to the BA Proceeds relating to such BA Equivalent Note.

Save as otherwise expressly altered by this Section 4.11, the remaining provisions of this Agreement pertaining to BAs shall apply in all respects to such BA Equivalent Notes and such Non-BA Lender mutatis mutandis.

The Fronting Letter of Credit Lender will, on an applicable Issue Date, complete and issue an appropriate type of Letter of Credit (i) dated the Issue Date, (ii) in favour of the Beneficiary; (iii) in a Face Amount equal to the amount referred to in Section 5.2; and (iv) with the expiration date, as specified by MTY in its Issue Notice (subject to Section 5.3).

The aggregate Face Amount of all Letters of Credit shall not, at any time, exceed the lesser of (i) the L/C Sublimit, and (ii) the Canadian Revolving Credit Commitment of all of the Canadian Revolving Lenders, less the aggregate outstanding principal balance of the Accommodations Outstanding under the Canadian Revolving Credit Facility (including Swingline Advances).

Unless otherwise agreed by the Fronting Letter of Credit Lender, no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented.

MTY shall, prior to the Issue Date, specify a precise description of the documents and the verbatim text of any certificates to be presented by the Beneficiary which, if presented by the Beneficiary, would require the Fronting Letter of Credit Lender to make payment under its applicable Letter of Credit. The Fronting Letter of Credit Lender may, before the issue of the applicable Letter of Credit and in consultation with MTY, require changes in any such documentation or certificate.

In determining whether to pay under any Letter of Credit, the Fronting Letter of Credit Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

The Fronting Letter of Credit Lender shall notify MTY with notice to the Canadian Agent on or before the date on which the Fronting Letter of Credit Lender intends to honour any drawing under a Letter of Credit.

In respect of each Letter of Credit, unless,

on the date of such drawing, MTY has in response to a demand from the Fronting Letter of Credit Lender remitted to the Canadian Agent, in the same day funds, for the benefit of the Fronting Letter of Credit Lender, an amount equal to the amount of such drawing; then

MTY shall be deemed to have given a Borrowing Notice to the Canadian Agent, requesting a Canadian Prime Rate Advance or a Base Rate (Canada) Advance, as the case may be, under the Canadian Revolving Credit Subfacility and as determined by the Canadian Agent acting reasonably, based upon the amount and currency required on the date on which such drawing is honoured in an amount equal to the amount of such drawing;

the Canadian Revolving Lenders shall, on the date of such drawing, make such Canadian Prime Rate Advance or Base Rate (Canada) Advance, as the case may be, rateably under the Canadian Revolving Credit Subfacility; and

the Canadian Agent shall pay the proceeds thereof to the Fronting Letter of Credit Lender as reimbursement for the amount of such drawing. The Canadian Agent shall promptly notify MTY of any such Canadian Prime Rate Advance or Base Rate (Canada) Advance, as the case may be.

Each Canadian Revolving Lender shall be required to make its rateable portion of the Advances referred to in Section 5.5(2) notwithstanding, (i) the amount of the Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in Article 7 are not then satisfied; (iii) that a Default or Event of Default has occurred and is continuing; (iv) the date of such Borrowing; (v) any reduction of the Canadian Revolving Credit Commitment after any Letter of Credit was issued by the Fronting Letter of Credit Lender; or (vi) the Accommodations Outstanding under the Canadian Revolving Credit Subfacility after giving effect to such Advances would exceed the Canadian Revolving Credit Commitment.

MTY shall pay to the Canadian Agent, for the account of the Canadian Revolving Lenders, a Letter of Credit fee with respect to each outstanding Letter of Credit issued by the Fronting Letter of Credit Lender at a rate per annum equal to the Applicable Margin, calculated on the basis of the Face Amount of each such Letter of Credit, and a year of 365 or 366 days, as the case may be, calculated daily and payable in arrears on the third Business Day of each Financial Quarter and on the Maturity Date in respect of the Canadian Revolving Credit Subfacility and in the same currency as such Letter of Credit.

MTY shall pay to the Fronting Letter of Credit Lender, a fee equal to the higher of (i) $ [REDACTED] and (ii) [REDACTED] basis points per annum, calculated on the basis of the Face Amount of each outstanding Letter of Credit issued by the Fronting Letter of Credit Lender and a year of 365 or 366 days, as the case may be, calculated daily and payable in arrears on the third Business Day of each Financial Quarter and on the Maturity Date in respect of the Canadian Revolving Credit Subfacility and in the same currency as such Letter of Credit.

MTY shall pay to the Fronting Letter of Credit Lender its (i) set-up fees, cable charges and other customary miscellaneous charges in respect of the issue of Letters of Credit by it; and (ii) documentary and administrative charges for amending, transferring or drawing under, as the case may be, Letters of Credit of a similar amount, term and risks upon the amendment or transfer of each Letter of Credit and each drawing made thereunder.

any lack of validity or enforceability of any Letter of Credit;

the existence of any claim, compensation, set-off, defence or other right which MTY may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Fronting Letter of Credit Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein and therein or any unrelated transaction (including any underlying transaction between MTY or one of its Subsidiaries and the Beneficiary of any Letter of Credit);

any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

any other circumstances or happenings whatsoever, which are similar to any of the foregoing; or

that a Default or an Event of Default shall have occurred and be continuing.

In addition to amounts payable as elsewhere provided in this Article 5, MTY hereby agrees to protect, indemnify, pay and save the Fronting Letter of Credit Lender harmless from and against any and all claims or losses (including reasonable legal fees and expenses) which the Fronting Letter of Credit Lender may incur or be subject to as a consequence, direct or indirect, of (i) the application for or issuance of or drawing under any Letter of Credit, other than as a result of the intentional or gross fault of the Fronting Letter of Credit Lender as determined by a court of competent jurisdiction, provided that the Fronting Letter of Credit Lender acts in good faith; or (ii) the failure of the Fronting Letter of Credit Lender to honour a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future Governmental Entity prohibiting the payment of such drawing (all such acts or omissions herein called “Government Acts”).

As between MTY and the Fronting Letter of Credit Lender, MTY assumes all risks of the acts and omissions of, or misuse of any Letter of Credit issued by the Fronting Letter of Credit Lender, by the Beneficiary of such Letter of Credit. Except to ensure compliance with the applicable Letter of Credit, the Fronting Letter of Credit Lender shall not have any responsibility for (i) the form, validity, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for, issuance of or drawing under any Letter of Credit (even if it should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged); (ii) the validity or sufficiency of any instrument transferring or assigning (or purporting to transfer or assign) any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail (email), cable, telegraph, telex or otherwise (whether or not they are in cipher); (iv) errors in interpretation of technical terms; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) the misapplication by the Beneficiary of any Letter of Credit or of the proceeds of any drawing under such Letter of Credit; and (vii) any consequences arising from causes beyond the control of the Fronting Letter of Credit Lender including any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of the Fronting Letter of Credit Lender’s powers hereunder. Any action taken or omitted by the Fronting Letter of Credit Lender under or in connection with any Letter of Credit issued by it or the related certificates if taken or omitted in good faith, shall not put the Fronting Letter of Credit Lender under any resulting liability to MTY provided that the Fronting Letter of Credit Lender acts without intentional or gross fault and has not engaged in wilful misconduct.

MTY shall have no obligation to indemnify the Fronting Letter of Credit Lender in respect of any liability incurred by the Fronting Letter of Credit Lender to the extent determined by a final non-appealable judgment of a court of competent jurisdiction to have been caused by the intentional or gross fault of the Fronting Letter of Credit Lender, or out of the wrongful dishonour by the Fronting Letter of Credit Lender of a proper demand for payment made under any Letter of Credit issued by it.

If MTY shall be required to repay the Accommodations Outstanding under the Canadian Revolving Credit Subfacility pursuant to Article 2 or Article 10, then MTY shall pay to the Fronting Letter of Credit Lender, to the extent required pursuant thereto and in the amount provided therein, an amount equal to the Fronting Letter of Credit Lender’s contingent liability in respect of any Letter of Credit outstanding hereunder, including any Letter of Credit which is the subject matter of any order, judgment, injunction or other such determination (a “Judicial Order”) restricting payment by the Fronting Letter of Credit Lender under and in accordance with such Letter of Credit beyond the expiration date stated therein other than any Judicial Order permanently enjoining the Fronting Letter of Credit Lender from paying under such Letter of Credit. Payment in respect of each such Letter of Credit shall be due in the currency in which such Letter of Credit is denominated.

The Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining the Fronting Letter of Credit Lender from paying under such Letter of Credit, pay to MTY an amount equal to the aggregate of (y) the difference between the amount paid to the Fronting Letter of Credit Lender pursuant to Section 5.9(1) and the amounts paid by the Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such amount, if any, determined at the Fronting Letter of Credit Lender’s applicable wholesale deposit rate for the relevant currency.

The Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the earlier of (i) the date on which either (x) the original counterpart of such Letter of Credit is returned to the Fronting Letter of Credit Lender for cancellation, or (y) the Fronting Letter of Credit Lender is released by the Beneficiary from any further obligations in respect thereof; and (ii) the expiry (to the extent permitted by Law) of such Letter of Credit, pay to MTY an amount equal to the aggregate of (y) the difference between the amount paid to the Fronting Letter of Credit Lender pursuant to Section 5.9(1) and the amounts paid by the Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such amount, if any, determined at the Fronting Letter of Credit Lender’s applicable wholesale deposit rate for the relevant currency.

a first-ranking hypothec and security interest (or equivalent security document required by all relevant jurisdictions), in favour of the Canadian Agent (or to any Person designated by the Lenders), pursuant to the terms of which there shall be created for the benefit of the Lenders, a first-ranking Lien upon and continuing hypothec and security interest in the Assets of MTY, subject only to Permitted Liens;

first ranking pledges with delivery on all of the outstanding and issued shares of the Initial Guarantors, which pledges shall be governed by the laws of a jurisdiction to be mutually agreed upon by the Canadian Agent and MTY;

a guarantee agreement executed by each Initial Guarantor pursuant to which the Initial Guarantors provide a full, unconditional, unlimited and unrestricted corporate guarantee of MTY’s obligations forming part of the Obligations (each a “Guarantee Agreement”), it being understood that as relates the Luxembourg Guarantor, such corporate guarantee shall be unlimited only to the extent permitted under the jurisdiction of organization of the Luxembourg Guarantor and save to the extent the guarantee would otherwise become unenforceable or invalid;

as collateral security for their obligations under the Guarantee Agreement, a first ranking hypothec and security interest (or equivalent security document required by all relevant jurisdictions), in favour of the Canadian Agent (or to any Person designated by the Lenders), pursuant to the terms of which there shall be created for the benefit of the Lenders, a first ranking Lien upon and continuing hypothec and security interest in the Assets of each Initial Guarantor, subject only to Permitted Liens;

endorsements under all insurance policies of MTY and the Initial Guarantors which are not solely related to any franchisee or Corporate Restaurant, covering the assets of MTY and the Initial Guarantors which are subject to the Liens created by the Security described above, which endorsements shall designate the Lenders and the Canadian Agent (or any other Person designated by the Lenders or the Canadian Agent) as loss payee under such insurance policies, as their interests may appear. Furthermore, such endorsements shall include mortgagee clauses under terms and conditions acceptable to the Canadian Agent;

account control agreements for all U.S. bank accounts maintained by MTY and any Initial Guarantor; and

all other documents, instruments or agreements which may be necessary in order to give effect to the foregoing to be governed by the laws of the relevant jurisdictions, including, in respect of any immovable property, appropriate land surveys and certificates of location.

MTY has caused the Target Obligors to provide, and the Target Obligors have provided, as the case may be, to the Canadian Agent, for and on behalf of the Lenders, as continuing collateral security for the Obligations, the following Security to the extent and pursuant to the required Security Documents, together with any relevant power of attorney,

execute and deliver to the Canadian Agent a Guarantee Agreement, similar to that delivered by the Initial Guarantors, in a form and substance satisfactory to the Canadian Agent;

as collateral security for their obligations under the Guarantee Agreement, execute and deliver a first ranking hypothec and security interest (or equivalent security document required by all relevant jurisdictions), in favour of the Canadian Agent (or to any Person designated by the Lenders), pursuant to the terms of which there shall be created for the benefit of the Lenders, a first ranking Lien upon and continuing hypothec and security interest in the Assets of each Target Obligor, subject only to Permitted Liens;

execute and deliver first ranking pledges with delivery on all of the outstanding and issued shares of the Target Obligors, which pledges shall be governed by the laws of a jurisdiction to be mutually agreed upon by the Canadian Agent and MTY;

endorsements under all insurance policies of the Target Obligors which are not solely related to any franchisee, covering the assets of the Target Obligors which are subject to the Liens created by the Security described above, which endorsements shall designate the Lenders and the Canadian Agent (or any other Person designated by the Lenders or the Canadian Agent) as loss payee under such insurance policies, as their interests may appear. Furthermore, such endorsements shall include mortgagee clauses under terms and conditions acceptable to the Agent; and

account control agreements for all U.S. bank accounts maintained by the Target Obligors.

Concurrently to the execution and delivery of the items listed in Section 6.2(1)(a), Section 6.2(1)(b) and Section 6.2(1)(c) above, MTY has caused each Target Obligor to deliver to the Canadian Agent documents similar to those delivered by MTY and the Initial Guarantors prior to the Closing Date pursuant to Sections 7.1(3) through 7.1(8), inclusively, in a form and substance satisfactory to the Canadian Agent.

the Canadian Agent shall have received the original of this Agreement and of a Guarantee Agreement by the Guarantors incorporated under the laws of the United States of America;

the Canadian Agent shall have received (with sufficient quantities for each Revolving Lender) a certified copy of (i) the charter documents (including any declaration of trust) and by-laws (or the equivalent) of each Borrower and of each Guarantor incorporated under

the Canadian Agent shall have received (with sufficient quantities for each Revolving Lender) a certificate of the secretary or an assistant secretary (or the equivalent) of each Borrower and of each Guarantor incorporated under the laws of the United States of America certifying the names and true signatures of its officers or managers, as applicable, authorized to sign this Agreement and the Guarantee Agreement referred to in Section 7.1(1) hereof;

the Canadian Agent shall have received (with sufficient quantities for each Revolving Lender) a certificate of status, compliance, good standing or like certificate with respect to each Borrower and each Guarantor incorporated under the laws of the United States of America (other than the Guarantors incorporated under the laws of the State of California which the Borrowers hereby undertake to deliver to the Agent no later than 30 days after the date hereof) issued by the appropriate government official in the jurisdiction of its incorporation;

the Canadian Agent, the Revolving Lenders and the Revolving Lenders’ legal counsel shall have received, in form and substance satisfactory to them, the favourable opinions of legal counsel to the Borrowers and the Guarantors incorporated under the laws of the United States of America, addressed to the Revolving Lenders, the Agent and the Revolving Lenders’ legal counsel, covering, inter alia, (i) the existence, corporate power and capacity of the Borrowers and the Guarantors incorporated under the laws of the United States of America (other than the Guarantors incorporated under the laws of the State of Oregon and Colorado which the Borrowers hereby undertake to deliver to the Agent no later than 30 days after the date hereof), (ii) the corporate authorization of the Borrowers and the Guarantors incorporated under the laws of the United States of America (other than the Guarantors incorporated under the laws of the State of Oregon and Colorado which the Borrowers hereby undertake to deliver to the Agent no later than 30 days after the date hereof) to execute this Agreement or the Guarantee Agreement referred to in Section 7.1(1) hereof, as applicable, and to perform each of the obligations contained herein, therein or incidental hereto, and (iii) the legality, validity, binding effect and enforceability against the Borrowers and the Guarantors incorporated under the laws of the United States of America of each Loan Document to which each is a party and as to such other matters as the Revolving Lenders may reasonably require;

the Canadian Agent shall have received a certificate of a senior officer of MTY certifying, inter alia, (i) that all of the representations and warranties contained herein or in any other Loan Document are true and correct in all material respects on and as of the date of effectiveness of this Agreement as though made on and as of such date, (ii) that no Default or Event of Default shall have occurred and be continuing, and (iii) the absence of any Material Adverse Effect since November 30, 2018;

each of the Revolving Lenders shall have received the entire amount of the fees provided for in the request for consent made by MTY on July 30, 2019 in connection with this Agreement, TD Securities and National Bank Financial Markets shall have received the entire amount of the fees provided for in the related fee letter dated July 30, 2019 among MTY, TD Securities and National Bank Financial Markets and the Canadian Agent shall have received evidence of the payment of all reasonable invoiced fees and expenses contemplated herein, to the extent then owing, including payment of the fees and disbursements of the Canadian Agent’s and Revolving Lenders’ legal counsel incurred in connection with the preparation and negotiation of this Agreement, up to and including the date of effectiveness thereof;

the Revolving Lenders shall have received all accrued but unpaid interest and Fees and all other amounts payable to the Revolving Lenders in connection with the Revolving Credit Facility up to and including the day immediately before the date of effectiveness and coming into force of this Agreement;

the Revolving Lenders shall have received the favourable opinions of legal counsel to the Revolving Lenders as to the validity, binding effect and enforceability as against the Borrowers of this Agreement and as to such other matters as the Revolving Lenders may reasonably require; and

such other certificates and documentation as the Canadian Agent may reasonably request to give effect to the terms hereof.

The obligation of each Revolving Lender to make Accommodations or otherwise give effect to any Accommodation Notice hereunder shall be subject to the conditions precedent that on the date of such Accommodation Notice and Accommodation, and immediately after giving effect thereto and to the application of any proceeds therefrom:

all of the representations and warranties of the Loan Parties herein are true and correct in all material respects (except if any such representation and warranty is already qualified by materiality), on and as of such date as though made on and as of such date (except where made only as of an earlier date or as disclosed to and accepted by the Revolving Lenders prior to such date) and that the Loan Parties are in compliance with all terms and conditions of this Agreement;

the Agents shall have received the timely Borrowing Notice or Drawing Notice (except in connection with Swingline Advances), as the case may be, required pursuant to the provisions of this Agreement.

no event or condition shall have occurred and be continuing, or result from such Accommodation or giving effect to such Accommodation Notice, which constitutes a Default or an Event of Default; and

the making of such Accommodation hereunder will not violate any applicable Law then in effect.

Each of the giving of any Accommodation Notice by the Borrowers and the acceptance by the Borrowers of any Accommodation shall be deemed to constitute a representation and warranty by the Borrowers that, on the date of such Accommodation Notice or Accommodation, as the case may be, and after giving effect thereto and to the application of any proceeds therefrom, the statements set forth in Section 7.2(1) are true and correct in all material respects (except if any such statement is already qualified by materiality and as disclosed to and accepted by the Revolving Lenders prior to such date).

Existence and Standing. Except as disclosed in Schedule 8.1(1), each of the Loan Parties is a corporation, partnership or other entity, as the case may be, incorporated or organised and subsisting under the laws of its jurisdiction of incorporation or organization, specified on Schedule 8.1(9) (or as otherwise specified in accordance with Section 9.1(3) in respect of any Subsidiary acquired or formed after the date hereof) and has all requisite corporate or other constitutional power and authority to own, hold under licence or lease its property, undertaking and Assets and to carry on (i) its business as now conducted; and (ii) the transactions contemplated by this Agreement and each other Loan Document to which it is a party. Neither MTY nor any of the Loan Parties is at the date hereof an unlimited liability company.

Corporate Power. Each of the Loan Parties has all requisite corporate, partnership or other constitutional power and authority to enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party, and to do all acts and things and execute and deliver all other documents and instruments as are required hereunder or thereunder to be done, observed or performed by it in accordance with the terms hereof and thereof.

Conflict with Other Instruments. The execution and delivery by each of the Loan Parties and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement and each other Loan Document to which it is a party will not conflict with or result in a breach of any of the terms, conditions or provisions of (i) its articles, by-laws, partnership agreement, shareholders’ agreement or other organizational documents, as the case may be; (ii) any applicable Law; (iii) any Material Contract, Material Authorization or any material contractual restriction binding on or affecting it or its Assets; or (iv) any material judgment, injunction, determination or award which is binding on it, in each such case except to the extent that such breach would not reasonably be expected to result in a Material Adverse Effect.

Corporate Action. The execution and delivery by each of the Loan Parties of this Agreement, the other Loan Documents to which it is a party and the Transaction Documents to which it is a party, and the performance by it of its obligations thereunder have been duly authorized by all necessary corporate, partnership or other action including, without limitation, the obtaining of all necessary shareholder, partnership or other material and relevant consents. No Authorization, consent, approval, registration, qualification, designation, declaration or filing with any Governmental Entity or other Person, is or was necessary in connection with the execution, delivery and performance of each of the Loan Parties’ obligations under this Agreement, the other Loan Documents to which it is a party and the Transaction Documents to which it is a party, as well as with the execution of any Guarantee Agreement, except for such Authorizations, consents or other approvals listed in Schedule 8.1(4) to the Initial Credit Agreement.

Due Execution; Validity and Enforceability; Defaults. This Agreement and each other Loan Document to which each of the Loan Parties is a party has been duly executed and delivered, as the case may be, by each of the Loan Parties which is a party thereto and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms (except as such enforceability may be limited by the availability of equitable remedies and the effect of bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally), is (or will be immediately upon the execution thereof by such Person) in full force and effect, and each of the Loan Parties has performed and complied with all the terms, provisions, agreements and conditions set forth herein and therein and required to be performed or complied with by such Loan Party, as the case may be.

Authorizations, etc. All Authorizations of each of the Loan Parties which were necessary to properly conduct their respective business as of the Closing Date (and which continue to be so necessary as of the date hereof) are in full force and effect and no Loan Party is in default with respect thereto, except where the absence of such Authorization, the failure to maintain such Authorization in full force and effect, or the default thereunder could not reasonably be expected to result in a Material Adverse Effect.

Litigation and Other Proceedings. Except as set forth on Schedule 8.1(7), there is no litigation, arbitration, claim, dispute (whether labour, industrial or otherwise), governmental investigation, proceeding or inquiry pending or, to its knowledge, threatened against or affecting any of the Loan Parties which could reasonably be expected to result in a Material Adverse Effect.

Ownership of Assets. The Loan Parties have good and marketable title to their respective Assets, good and marketable legal and beneficial fee simple title for their owned real or immovable property and valid and marketable legal and beneficial leasehold interests or subleasehold interests in all of their respective leased or subleased real property, in each case free and clear of all Liens other than Permitted Liens.

Subsidiaries, etc.

Schedule 8.1(9) sets forth a complete list and a description of the ownership interest of MTY (directly or indirectly) in any other Person, including after giving effect to the Kahala Transaction and the PM Transaction. Except as set forth on Schedule 8.1(9), as of the date hereof, (i) MTY is the beneficial owner of all of the issued and outstanding shares of each such Person; (ii) no Person (other than a Loan Party) has any right or option to purchase or otherwise acquire any of the issued and outstanding shares of any such Person directly or indirectly held by MTY; and (iii) MTY does not own or hold any shares of, or any other ownership interests in, directly or indirectly, any other Person.

None of the Loan Parties is a party to any unanimous shareholders’, shareholders, partnership or other agreement relating to shares or other equity interests in MTY or a Subsidiary.

Intentionally deleted.

Intentionally deleted.

No Default Under this Agreement. To the best of MTY’s knowledge, no Default or Event of Default has occurred and is continuing.

Material Contracts. All Material Contracts are in full force and effect, unamended, and none of the Loan Parties, or to MTY’s knowledge, any other party to any such agreement is in material default with respect thereto.

Compliance with Other Legal Obligations. None of the Loan Parties is in violation of any contractual obligation howsoever arising (whether under any agreement, indenture, mortgage, franchise, licence or otherwise), judgment or decree, relating in any way to it, to the present or future operation of its business or to its Assets, the breach or violation of which could reasonably be expected to result in a Material Adverse Effect.

Taxes. Except as disclosed in Schedule 8.1(15), the Loan Parties have filed or caused to be filed all tax returns which, to its knowledge, are required to have been filed, and have paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Entity (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings, with respect to which reserves in conformity with GAAP have been provided in its books and, which could not, if any such contestation were to be adversely determined, reasonably be expected to result in a Material Adverse Effect); and no tax Liens have been filed and, to the knowledge of MTY, no claims are being asserted with respect to any such Taxes, fees or other charges which could reasonably be expected to result in a Material Adverse Effect.

Financial Statements. The financial statements of MTY and, to the best of MTY’s knowledge after due inquiry, of the Target which have been provided to the Canadian Agent are complete in all material respects, and fairly present the consolidated financial condition and business operations of MTY and of the Target, as applicable, as at the date thereof and (subject to Section 1.6) are prepared in a form and manner consistent with past practice and in accordance with GAAP (subject, in the case of any interim financial statements, to normal year end adjustments).

Financial Projections. The consolidated financial projections of MTY and all other forecasts and projections which have been provided to the Canadian Agent were based on reasonable and good faith estimates and assumptions, adequately disclosed therein, believed by MTY to be reasonable at the time made.

Compliance with Laws. The Loan Parties, and the operation of their respective business and Assets, are in compliance in all material respects with all applicable Laws. The Loan Parties’ business and other assets (i) are in compliance in all material respects with all Environmental Laws; and (ii) possess and are operated in compliance with all Authorizations which are required under all applicable Environmental Laws for the operation of such business and assets where such non-compliance could reasonably be expected to result in a Material Adverse Effect. To the best of the knowledge of MTY, the Loan Parties’ business and Assets are not subject to any past or present fact, condition or circumstance that could result in any liability under any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect.

Pension Plans. None of the Loan Parties maintains, sponsors or contributes to any Pension Plan or has any liabilities or obligations in respect of the termination, winding-up or withdrawal from any Pension Plan.

Environmental Matters. Except as disclosed in Schedule 8.1(20):

none of the Loan Parties has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against any Loan Party or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

none of the Loan Parties has knowledge of any facts which would reasonably be expected to give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

none of the Loan Parties has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

all buildings on all real properties now owned, leased or operated by the Loan Parties are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Insurance. The Loan Parties maintain insurance (including business interruption insurance, property insurance and general liability insurance) with responsible insurance carriers and in such amounts and covering such risks as have been determined by the Loan Parties to be appropriate and prudent in the circumstances.

Material Adverse Effect. There has occurred no event which has resulted in or which could reasonably be expected to result in a Material Adverse Effect.

Intellectual Property. The Loan Parties own the Owned Intellectual Property free and clear of any Liens (other than Permitted Liens). Each of the Loan Parties owns or licenses all Intellectual Property required to be able to carry on its business and all such licenses are in full force and effect, except where the failure to own or licence such Intellectual Property or to maintain such licenses in full force and effect could not reasonably be expected to result in a Material Adverse Effect.

Solvency. Immediately prior to the execution of this Agreement, MTY and each Guarantor is individually Solvent.

Intentionally deleted.

No Restrictions or Limitations. Except as set forth in Schedule 8.1(26), as of the date hereof, there are no consensual limitations or restriction in effect on any Loan Parties’ ability to make any Distributions to any other Person.

Labour Matters. There is no existing or, to the best of the knowledge of each Loan Party, threatened strike, lock-out or other dispute relating to any collective bargaining agreement to which any Loan Party is a party which could reasonably be expected to result in a Material Adverse Effect. Schedule 8.1(27) contains a list of all labour and collective agreements to which the each of the Loan Parties is a party at the date hereof.

Corporate Structure. The corporate structure of MTY is as set forth in Schedule 8.1(28) (as updated from time to time) and there are no corporations or limited partnerships which would constitute Subsidiaries of MTY other than those set forth on Schedule 8.1(28).

Existing Debt. Schedule 8.1(29) sets forth a complete and correct list, as of the date hereof, of all outstanding Debt which is (1) indebtedness for borrowed money of any Loan Party or (2) any other Debt of any Loan Party in the principal amount outstanding, in any instance, exceeding $100,000 (other than Debt between the Loan Parties and Debt hereunder and under the Loan Documents). As of the date hereof, except as disclosed in Schedule 8.1(29), none of the Loan Parties is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of such Loan Party required to be disclosed on Schedule 8.1(29) and no event or condition exists with respect to any such Debt of any Loan Party that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Intentionally deleted.

Customer and Trade Relations. As of the date of effectiveness of this Agreement, there exists no actual or, to the knowledge of any Loan Party, threatened termination or cancellation of, or any material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations.

Proceeds of Crime Act. MTY and each of its Subsidiaries which is a Loan Party (a) are in compliance with the Criminal Code (Canada) and, for greater certainty, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); and (b) are in compliance in all material respects with all other federal, provincial, state or territorial Laws relating to “know your customer” and anti-money laundering rules and regulations.

Foreign Assets Control. None of the Loan Parties is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation currently, Iran, North Korea, Sudan and Syria).

Anti-Corruption. None of the Loan Parties or any of their subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or any other applicable anti-corruption law; and the Loan Parties and their subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.

Status Under Certain Statutes. None of the Loan Parties is, and, after giving effect to any Advance, will be:

an “investment company” or a company “controlled” by an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended;

subject to regulation under the United States Public Utility Holding Company Act of 2005, as amended, the United States ICC Termination Act of 1995, as amended, or the United States Federal Power Act, as amended;

a Person or entity described by Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (2001), or to the best knowledge and belief of MTY, a Person or entity who engages or will engage in any dealings or transactions, or are or will be otherwise associated, with any such Persons or entities; or

in violation of the Patriot Act, the Trading with the Enemy Act, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and any other enabling legislation or executive order relating thereto.

Federal Reserve Regulations. None of the Loan Parties is engaged, directly or indirectly, principally or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U). Neither the Borrowing hereunder, nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulation U, Regulation X or Regulation T.

Leases. The leases relating to real and immovable property leased or subleased by any Loan Party, including the Operating Leases (collectively, the “Leases”) are valid and subsisting agreements and are in full force and effect except for defaults under Leases which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Completeness of Disclosure.

All written information and data concerning MTY and its Subsidiaries that have been prepared by it or any of its representatives or advisors and that have been made available to the Canadian Agent or the Revolving Lenders, taken as a whole, at the time such information and data were made available, were true and correct in all material respects, and, at the time such information and data were made available, did not, taken as a whole, contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements contained in such information and data not misleading in light of the circumstances under which such statements were made.

Without limiting the generality of the foregoing, or any other representation and warranty contained herein, neither MTY nor any of its Subsidiaries was, at the time of delivery of any financial statements hereunder, subject to any liability or obligation, of the type required to be disclosed by GAAP in its financial statements, which has not been disclosed in the financial statements provided to the Agent and the Revolving Lenders hereunder in the manner so required by GAAP.

Reporting Requirements. Prepare (where applicable, in accordance with GAAP) and deliver to the Canadian Agent:

as soon as practicable and in any event within 60 days, unless extended by MTY’s principal regulator under Canadian securities laws but in no event more than 75 days if such extension is granted, from the end of each Financial Quarter in each Financial Year (other than the last Financial Quarter in a Financial Year), (i) the consolidated financial statements of MTY respectively as at the end of such Financial Quarter (and for the year to date), prepared in accordance with GAAP and including, without limitation, a balance sheet, income statements and a statement of cash flows with comparative figures for the corresponding period in the preceding Financial Year and certified by a senior financial officer of MTY to the effect that the statements present fairly, in all material respects, the consolidated financial position of MTY as of the end of such Financial Quarter and the related consolidated results of operations and changes in financial position for such Financial Quarter in accordance with GAAP, consistently applied;

as soon as practicable and in any event within 120 days, unless extended by MTY’s principal regulator under Canadian securities laws but in no event more than 150 days if such extension is granted, from the end of each Financial Year, (i) the audited consolidated financial statements of MTY as at the end of such Financial Year, prepared in accordance with GAAP and including, without limitation, a balance sheet, income statements and statement of cash flows for such Financial Year, with comparative figures for the corresponding period in the preceding Financial Year, accompanied by a report thereon of independent chartered accountants or certified public accountants of recognized national standing in Canada to the effect that the consolidated statements present fairly, in all material respects, the consolidated financial position of MTY as of the end of such Financial Year and the consolidated results of the operations and changes in financial position for such financial year in conformity with GAAP, consistently applied;

together with the financial statements delivered pursuant to (a) and (b) above, a Compliance Certificate;

as soon as available and, in any event, no later than 30 days prior to the end of each Financial Year, annual multi-year (to maturity of Revolving Credit Facility) consolidated financial projections for MTY including balance sheet, income statement, cash flow statement; and

such other reports, information and documents as and when the Revolving Lenders may reasonably require.

Environmental Reporting. Promptly, and in any event within five days of the applicable event, deliver to the Canadian Agent a detailed statement describing any of the following occurrences (i) any order or judgment of any Governmental Entity requiring MTY or any Subsidiary to incur environmental liabilities which could reasonably be expected to have a Material Adverse Effect; (ii) any state of affairs on any of the owned or leased properties of MTY or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; and (iii) the action taken or proposed to be taken in connection with such occurrences.

Additional Reporting Requirements. Deliver to the Canadian Agent (i) as soon as practicable and in any event within three Business Days after MTY becomes aware of the occurrence of each Default, Event of Default or a default under any other Debt, a statement of a senior officer of MTY setting forth the details of such Default, Event of Default or default and the action which MTY proposes to take or has taken with respect thereto; (ii) promptly, and in any event within five days after MTY or any of its Subsidiaries receives notice of or becomes aware of any suit, proceeding or similar action commenced or threatened by any Governmental Entity or other Person which is reasonably likely to result in a Material Adverse Effect; (iii) promptly, and in any event within five (5) days after MTY or any Subsidiary receives notice of or becomes aware of any cancellation or non-renewal of any Material Authorizations or any other licences, permits or other regulatory approvals where such cancellation or non-renewal is reasonably likely to result in a Material Adverse Effect; (iv) notification of any material waiver, amendment or modifications of any agreements to which MTY and its Subsidiaries is party with respect to any Debt (other than Debt owing to a Loan Party) in excess of $250,000 of such Person; (v) notification of any notice received from, or other action taken by or proposed to be taken by, any creditor (other than Revolving Lenders) of MTY or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect; (vi) together with each Compliance Certificate, any Investment by a Subsidiary in any Person other than a Loan Party; (vii) together with each Compliance Certificate, notification of Eligible Hedging Agreements entered into by MTY or any Subsidiary; (viii) promptly, and in any event, within twenty days after MTY becomes aware thereof, written notice of any material change to any business plan previously provided to the Canadian Agent and the Revolving Lenders, and as soon as reasonably practicable, an updated business plan; (ix) the creation or acquisition of any new Subsidiary and in such event, an updated Schedule 8.1(9), at least 30 Business Days prior to such creation or acquisition; and (x) such other information respecting the condition, operations, financial or otherwise, of the business of MTY or any of its Subsidiaries as the Canadian Agent may from time to time reasonably request.

Corporate Existence, Ownership of Subsidiaries. Preserve and maintain, and cause each of the Subsidiaries to preserve and maintain, subject to Section 9.2(3), its corporate, partnership or other existence pursuant to the laws of its jurisdiction of incorporation or formation, as the case may be, specified in Schedule 8.1(9) unless, as to any Subsidiary, in the good faith judgment of MTY, the termination of or failure to preserve and keep in full force and effect such existence would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. MTY shall ensure that all Wholly-Owned Subsidiaries in existence as of the date of this Agreement remain Wholly-Owned Subsidiaries of MTY, except pursuant to a Disposition permitted under Section 9.2(9), where the Disposition is of all, but not less than all, of the interest (whether direct or indirect) of MTY in such Wholly-Owned Subsidiary.

Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all applicable Laws (including all applicable Environmental Laws), except where such non-compliance could not reasonably be expected to result in a Material Adverse Effect.

Conduct of Business and Maintenance of Properties. Conduct, and cause each of its Subsidiaries to conduct, its business in a prudent manner and consistent with good business practices. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its and their respective Assets in all material respects in good repair, working order and condition (other than ordinary wear and tear) and in material compliance with all applicable Laws and, from time to time, make all needful and proper repairs, renewals, replacements, additions and improvements thereto, so that the Core Business may be properly and advantageously conducted at all times in accordance with prudent business management, provided that this Section shall not prevent MTY or any Subsidiary from discontinuing, in whole or in part, the operation or the maintenance of any of its properties if such discontinuance is desirable in the conduct of the Core Business and MTY has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Books and Records. Keep, and cause each of its Subsidiaries to keep, proper books of account and records in accordance with sound and consistent accounting practices, covering all of its business and affairs on a current basis.

Change of Name. If it intends to change its name and business names or that of any Subsidiary, or the jurisdiction of its organization and its Subsidiaries’ organization, or its or any of its Subsidiary’s place of administration, principal office or chief executive office, notify the Canadian Agent in writing of all relevant details of such change at least 30 days prior to the date that any such change shall become effective.

Payment of Taxes and Claims. Pay and discharge, and cause each Subsidiary to pay and discharge, before the same shall become delinquent, (i) all Taxes, assessments and governmental charges or levies imposed upon it or upon its Assets; and (ii) all lawful Claims which, if unpaid, might by Law become a Lien (other than a Permitted Lien) upon its Assets, except any such tax or Claim which is being contested in good faith and by proper proceedings, and except for any Permitted Liens or unless the non-payment of such Taxes, assessments, charges, levies or Claims could not reasonably be expected to result in a Material Adverse Effect.

Observe Covenants and Cure Defects. Observe and perform, and cause each Subsidiary to observe and perform, all of the covenants, agreements, terms and conditions to be observed and performed by MTY and its Subsidiaries in the Loan Documents to which each is a party and, promptly upon having knowledge thereof, cure or cause to be cured, any defects in the execution and delivery of any of the Loan Documents or any of the other agreements, instruments or documents contemplated thereby or executed pursuant thereto or any defects in the validity or enforceability of any of the Loan Documents and execute and deliver or cause to be executed and delivered all such agreements, instruments and other documents as the Canadian Agent may consider reasonably necessary or desirable for the foregoing purposes.

Insurance.

Maintain and cause to be maintained, in respect of itself and each Subsidiary, insurance from responsible companies in such amounts and against such risks as are usually carried by companies engaged in similar businesses and owning similar

The Revolving Lenders, the Canadian Agent and any other Person holding security on their behalf, are forthwith hereby named as beneficiaries of the indemnities payable pursuant to these policies and MTY shall designate these names on such policies which shall in addition (i) include a standard hypothecary guarantee clause approved by the Insurance Bureau of Canada, preventing the invalidation of the policies because of any reference contained in the insurance application or omitted therefrom or any act or negligence of the applicant, as applicable, or a customary mortgage endorsement on terms satisfactory to the Canadian Agent, as applicable and (ii) include provisions preventing their cancellation or amendment to the detriment of the Revolving Lenders, the Canadian Agent or other Person holding the security on their behalf for any reason whatsoever including the failure to pay a premium required to renew a policy, unless this failure to pay, omission or other default has not been remedied within thirty (30) days following receipt by the Revolving Lenders, the Canadian Agent or other Person holding the security on their behalf of a written notice of such default or omission.

MTY shall remit annually insurance certificates which form part of the Security in accordance with Section 6.1(5) and Section 6.2(1)(d), to the Revolving Lenders, the Canadian Agent or other Person holding the security on their behalf evidencing such insurance.

MTY shall pay or will cause to be paid all premiums necessary for such purposes as the same shall become due and will provide particulars of all such policies and all renewals to the Canadian Agent upon request.

Should MTY fail to comply with the provisions of this paragraph, the Canadian Agent may, at MTY’s expense, take out the insurance it shall deem appropriate.

In the case of loss under any property insurance where the proceeds to be received are in excess of an amount equal to 2.5% of Tangible Assets, to immediately advise the Canadian Agent of any such loss. MTY shall ensure that it and its Subsidiaries make, settle and adjust claims and that all proceeds of insurance are paid. After the occurrence of an Event of Default that is continuing, in all cases the Canadian Agent shall collect the insurance proceeds and such proceeds may, in the discretion of the Canadian Agent, serve to reduce the indebtedness of the Borrowers secured hereunder, or be imputed as provided herein.

Use of Proceeds of Accommodations. Use, and cause MTY USA to use, the proceeds of Accommodations hereunder for the purposes specified in Section 2.3.

Authorizations, Material Contracts, Transaction Documents, Intellectual Property, Permits. Maintain, and cause its Subsidiaries to maintain, (i) any Material Authorizations, any Material Contracts and any Transaction Documents in good standing, and (ii) any Owned Intellectual Property or Licenced Intellectual Property in the name of MTY or a Subsidiary, except in each case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (iii) all permits required to carry on their businesses and will not transfer, surrender or otherwise dispose of any permits, except pursuant to a Permitted Asset Disposition.

Environmental. Cause each of its Subsidiaries to, and MTY shall:

use and operate all of its facilities and properties in material compliance with all material Environmental Laws, keep all necessary and material Environmental Permits in effect and remain in material compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws and keep all facilities and properties free and clear of all material Liens arising under Environmental Laws;

promptly upon becoming aware of the same, notify the Canadian Agent and take all necessary action available to it in order to promptly cure and have dismissed any actions and proceedings relating to non-compliance with Environmental Laws which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and

to the extent consistent with reasonable and prudent environmental remediation standards or to the extent required by Applicable Law, promptly respond to and remove or remedy any spill or leak or other Release of any Hazardous Materials at any of its facilities or properties.

Litigation. Furnish or caused to be furnished to the Canadian Agent upon obtaining actual knowledge thereof, prompt notice of the commencement of all proceedings (including any notices of infraction) and investigations by or before any governmental body and all actions and proceedings in any court or before any arbitrator against, or (to the extent known to MTY) in any other way relating adversely to MTY or any Subsidiary or any of their properties, assets or businesses which would, singly or in the aggregate with all other such proceedings, investigations and actions, reasonably be expected to have a Material Adverse Effect.

Inspections. Permit and shall cause each Subsidiary to permit, the representatives of each Revolving Lender:

No Default — if no Default or Event of Default then exists, at the expense of MTY and upon reasonable prior notice to MTY or to the relevant Subsidiary, to (i) visit any principal executive office of MTY or any Subsidiary, to inspect any of its Assets, to examine its books and records and to make copies and take extracts therefrom, and to discuss the affairs, finances and accounts of MTY or any of its Subsidiaries with the officers of same, and (with the consent of MTY or applicable

Default — if a Default or Event of Default then exists, at the expense of MTY, to visit and inspect any of the offices or properties of MTY or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (and by this provision MTY authorizes said accountants to discuss the affairs, finances and accounts of MTY and any Subsidiary), all at such times and as often as may be requested.

Intentionally deleted.

Payment When Due. Pay or cause to be paid all amounts required to be paid by it to the Revolving Lenders pursuant to the Loan Documents or any Hedging Agreement, including principal, interest, commitment fees, Hedging Agreement breakage costs, other fees and expenses and any other amounts, at the times, in the currencies and in the manner set forth herein or therein.

Public Company Costs. Assume and pay all Public Company Costs that MTY incurs at any time.

Intellectual Property.

Notify the Agent immediately if it knows or has reason to know that any application or registration relating to any of MTY’s or any of its Subsidiaries’ Intellectual Property (now or hereafter existing) may become abandoned or of any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the Canadian Intellectual Property Office or the United States Patent and Trademark Office or the United States Copyright Office or any court) regarding MTY’s or any of its Subsidiaries’ ownership of any design, patent, trademark or copyright, its rights to register the same, or to keep and maintain the same unless such abandonment, adverse determination or development could not reasonably be expected to have a Material Adverse Effect.

Upon request of the Canadian Agent and in compliance with the provisions of this Agreement, execute and deliver, or cause to be executed and delivered by any of its Subsidiaries, any and all intellectual property security agreements as the Agent may reasonably request to evidence the Canadian Agent’s and the Revolving Lenders’ Liens on any Intellectual Property registered with any Canadian Intellectual Property Office or the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency after the date of this Agreement, and the incorporeal property of MTY and its Subsidiaries relating thereto or represented thereby.

Take all actions necessary or reasonably requested by the Canadian Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of MTY’s and its Subsidiaries’ Intellectual Property (now or hereafter existing), including the filing of applications for renewal, affidavits or declarations of use, affidavits of non-contestability and opposition and interference and cancellation proceedings, unless the failure to take such action could not reasonably be expected to have a Material Adverse Effect.

In the event that any of MTY’s and its Subsidiaries’ Intellectual Property is infringed upon, or misappropriated or diluted by a third party, to notify the Canadian Agent promptly after MTY or any of its Subsidiaries learns thereof. MTY shall or cause its Subsidiaries to, unless MTY or any of its Subsidiaries shall reasonably determine that such Intellectual Property is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, if MTY reasonably determines that such suit would have a reasonable probability of success, and shall take such other actions as the Canadian Agent shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

To perform all obligations pursuant to any licenses unless the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Leases. (i) Observe and perform, and cause each Subsidiary to observe and perform, all of the covenants, agreements, terms and conditions to be observed and performed by MTY and the Subsidiaries in the Leases to which each is a party, (ii) promptly upon having knowledge thereof, cure or cause to be cured, any defaults under the Leases, and (iii) notify the Canadian Agent of any defaults under the Leases and give the Canadian Agent the opportunity to cure such default under the Leases, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. MTY shall not and shall not cause or permit any Subsidiary to amend or terminate any of the Leases without the Canadian Agent’s prior written consent, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Loan Parties. Ensure that 85% of EBITDA has been generated at all times by the Loan Parties and that 85% of the Assets of MTY, on a consolidated basis, are owned at all times by the Loan Parties.

Anti-Corruption. Maintain and cause each Subsidiary to maintain in effect policies and procedures designed to promote compliance by MTY, each Subsidiary and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws.

Intentionally deleted.

Further Assurances. At MTY’s cost and expense, upon request of the Canadian Agent, duly execute and deliver or cause to be duly executed and delivered to the Canadian Agent such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Canadian Agent to carry out more effectually the provisions and purposes of the Loan Documents.

Debt. Create, incur, assume or suffer to exist, or permit any other Loan Party to create, incur, assume or suffer to exist, any Debt other than (i) Debt hereunder and under the Loan Documents, (ii) unsecured Debt between any one of the Borrowers and a Loan Party or between Loan Parties or unsecured Debt owing by any Loan Party to a Subsidiary which is not a Loan Party only to the extent such unsecured Debt is subordinated and postponed on terms acceptable to the Canadian Agent, (iii) Capital Lease Obligations, Purchase Money Obligations and other Debt not mentioned in this Section 9.2(1) secured by Permitted Liens, in an amount, in the aggregate at any time, not exceeding an amount equal to 5% of the Shareholders’ Equity, (iv) Subordinated Debt in a principal amount not exceeding $25,000,000, (v) unsecured balance of sales and/or holdbacks in respect of any Acquisition, (vi) non-interest bearing contract cancellation fees in an aggregate principal amount not exceeding U.S.$500,000, (vii) unsecured Debt (provided that immediately after giving effect to such unsecured Debt, no Default or Event of Default shall have occurred and be continuing) and (viii) Debt in respect of the Daylight Loan and any Daylight Guarantee.

Liens. Create, incur, assume or suffer to exist, or permit any other Loan Party to create, incur, assume or suffer to exist, any Lien on any of its Assets, other than Permitted Liens.

Mergers, Etc. Enter into, or permit any other Loan Party to enter into, any transaction (whether by way of reorganization, consolidation, amalgamation, winding-up, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking or assets would become the property of any other Person, provided that:

any Loan Party may consolidate with or amalgamate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, MTY, MTY USA or any other Loan Party (provided that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing);

any Loan Party may consolidate with or amalgamate or merge with any other Person, provided that: (i) the surviving entity of such consolidation, amalgamation or merger is a Guarantor; (ii) such surviving entity shall be a Wholly-Owned Subsidiary of MTY and shall be governed by the laws of Canada or a province thereof or by the laws of the United States of America or any state thereof; (iii) the Canadian Agent and Revolving Lenders receive confirmation that the other amalgamating, merging or consolidating entity(ies) carry on all or substantially all of its or their business in the Core Business; (iv) the relevant Guarantor (and any other Person, if applicable) shall have delivered such agreements, Security and other documents, and the Canadian Agent and the Revolving Lenders have been provided with such legal opinions, as the Agent or any of the Revolving Lenders may reasonably require to confirm to the Canadian Agent and the Revolving Lenders the continued validity, enforceability and effectiveness of the Loan

MTY and the Loan Parties may make Dispositions in accordance with Section 9.2(9).

Investments. Directly or indirectly, make or permit any other Loan Party to make, any Investments other than: (i) Investments among MTY and the Loan Parties or between Loan Parties, where the other Loan Parties, individually or collectively, own at least 75% of the voting and participating rights of the issued and outstanding Equity Interests of the Loan Party in which such Investment is made, (ii) Investments in Cash Equivalents, (iii) Investments in respect of Debt or other guarantees permitted under Section 9.2(1), (iv) Investments in Persons, where the Loan Parties, individually or collectively, own less than 51% of the voting and participating rights of the issued and outstanding Equity Interests of such Person, in an amount, in the aggregate at any time, not exceeding an amount equal to 10% of Shareholders’ Equity and (v) subject to compliance with Section 9.1(22), Investments in any Subsidiary that is not a Wholly-Owned Subsidiary or a Loan Party where the Loan Parties, individually or collectively, own at least 51% of the voting and participating rights of the issued and outstanding Equity Interests of such Subsidiary (provided that immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing).

Consensual Limitations. Create, incur, assume or suffer to exist or permit any other Loan Party to create, incur, assume or suffer to exist any consensual limitation or restriction on its ability to: (i) make any payments to the Agents or the Revolving Lenders, or perform or observe any of its other covenants or agreements under any of the Loan Documents, as and when required thereunder; or (ii) in the case of any Subsidiary which is a Loan Party, make any Distribution to MTY or any other Subsidiary of MTY.

Hedging Agreements. Enter into, or permit any other Loan Party to enter into, any interest rate or currency rate hedging agreement (or similar understanding or obligation), except for the Eligible Hedging Agreements for bona fide hedging purposes and not for speculative purposes.

Distributions. Make or commit to make, or permit any other Loan Party to make or commit to make, any Distributions other than: (i) in the case of a Loan Party, a Distribution payable only to MTY or to a Loan Party which is a Wholly-Owned Subsidiary; (ii) in the case of a Subsidiary which is not a Loan Party, a Distribution payable to MTY, any Subsidiary or any other Person; and (iii) in the case of MTY or any Subsidiary which is a Loan Party (in respect of a Distribution not permitted under (i) above) Distributions up to a maximum aggregate amount not to exceed $[REDACTED] in any Financial Year, provided that (x) no Default has occurred prior to the making of such Distribution or would result after giving effect to such Distribution and (y) to the extent that Debt to EBITDA Ratio is greater than 3.00:1.00 after giving effect to such Distribution, MTY shall only be entitled to make a Distribution consisting of a quarterly dividend payment, on a per share basis, on its issued

Related Party Transactions. Directly or indirectly (i) purchase, acquire, lease or licence any Asset, right or service from, or permit any other Loan Party to purchase, acquire, lease or licence any material Asset, right or service from; or (ii) sell, transfer, lease or licence any Assets, right or service to, or permit any other Loan Party to, transfer, lease or licence any material Assets, right or service to, any Person not at Arm’s Length with MTY and any other Loan Party, except at prices and on terms not less favourable to MTY or any other Loan Party than those which would have been obtained in an Arm’s Length transaction with an Arm’s Length Person.

Disposal of Assets. Dispose of, or permit any other Loan Party to Dispose of, any Assets to any Person, other than (i) Dispositions of Assets in the ordinary course of business, or which have become worn-out, unserviceable, obsolete, unsuitable or unnecessary in the conduct by MTY or any other Loan Party of their respective businesses; (ii) Dispositions of Assets as part of a series of transactions pursuant to which such Assets are being upgraded or replaced with Assets of substantially similar or greater value on a contemporaneous basis; (iii) Dispositions of Assets in each Financial Year in an aggregate amount, not to exceed an amount equal to 5% of Tangible Assets; and (iv) Dispositions between MTY and the Loan Parties and between Loan Parties (each of the Dispositions referred to above in items (i), (ii), (iii), and (iv) being a “Permitted Asset Disposition” and collectively, “Permitted Assets Dispositions”).

Change in Business. Engage in, or permit any other Loan Party to engage in (i) any business other than the Core Business, and (ii) its Core Business in any country which is not a member of the Organisation for Economic Co-operation and Development.

Corporate Structure; Financial Year. Neither MTY nor any other Loan Party will amend or modify its constitutive documents or organizational structure in any manner that would impair or adversely affect its ability to perform the Obligations, nor change the date of its Financial Year end.

Amendments to Material Authorizations, Material Contracts and Transaction Documents. Directly or indirectly, amend, modify, supplement, terminate or waive material provisions of, or permit any other Loan Party to amend, modify, supplement, terminate or waive material provisions of any Material Authorization or Material Contract, except where such amendment, modification, supplement, termination or waiver could not reasonably be expected to result in a Material Adverse Effect and provided that the Canadian Agent is given notice and a copy of such amendment, modification, supplement, termination or waiver. Directly or indirectly amend, modify, restate, supplement, change the terms and conditions of or terminate any Transaction Document to which it is a party or waive compliance or fail to comply with any of the terms of any one thereof.

Subsidiaries. Create or acquire any Subsidiary unless such Subsidiary complies with the provisions of Section 6.5.

Capital Expenditures. Effect or cause any other Loan Party to effect any Capital Expenditures which would result in a Default under this Agreement after giving effect to such Capital Expenditure.

Acquisitions. Effect or cause any other Loan Party to effect (i) a hostile Acquisition, or (ii) an Acquisition which would result in a Default under this Agreement after giving effect to such Acquisition.

Sale and Leaseback Transactions. Neither MTY nor any other Loan Party will enter into any Sale and Leaseback Transaction, except for (i) any Sale and Leaseback Transaction among MTY and the Loan Parties or between Loan Parties and (ii) any Sale and Leaseback Transactions involving Assets the Fair Market Value of which does not exceed $10,000,000 in the aggregate at any time.

Transactions With Affiliates. Neither MTY nor any other Loan Party will, directly or indirectly (i) purchase, acquire, lease or licence any Asset, right or service from, or permit any Affiliate to purchase, acquire, lease or licence any material Asset, right or service from; or (ii) sell, transfer, lease or licence any Assets, right or service to, or permit any Affiliate to, transfer, lease or licence any material Assets, right or service to, any Person not at Arm’s Length with MTY and any other Loan Party, except at prices and on terms not less favourable to MTY or any other Loan Party than those which would have been obtained in an Arm’s Length transaction with an Arm’s Length Person.

Use of Proceeds. The Borrowers will not, directly or indirectly, (i) use the proceeds of the Revolving Credit Facility, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would result in a violation of Sanctions by any Person, and (ii) use the proceeds of the Revolving Credit Facility in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption law.

Pension Plans. Neither MTY nor any other Loan Party will (i) establish or commence contributing to or otherwise participate in any Pension Plan, or (ii) acquire an interest in any Person if such Person sponsors, administers, participates in, or has any obligation or liability in respect of, any Pension Plan.

Corporate Restaurants. MTY shall ensure that the Corporate Restaurants do not generate more than 15% of EBITDA at any time.

Maintenance of Debt to EBITDA Ratio. Maintain at all times a Debt to EBITDA Ratio of:

less than or equal to 3.50:1.00 from the date of effectiveness of this Agreement; or

less than or equal to 4.00:1.00 following the consummation of one or more Acquisitions, the cumulative consideration paid in respect of which Acquisition or Acquisitions exceed $150,000,000, determined on the basis of the last twelve months, as advised in writing by MTY to the Canadian Agent at least 10 Business Days prior to the consummation of the Acquisition pursuant to which the above consideration threshold is met and subject to MTY providing to the Canadian Agent at such time revised pro forma projections in respect of all the above mentioned Acquisitions showing compliance with all financial covenants up to the Maturity Date, for a twelve month period starting as of the day on which such last relevant Acquisition is consummated, as determined on the basis of the last twelve months; and

less than or equal to 3.50:1.00 after the expiry of the twelve month period referred to in Section 9.3(1)(b) above at any time thereafter.

Maintenance of Interest and Rent Coverage Ratio. Maintain a minimum Interest and Rent Coverage Ratio of 2.00:1.00 at all times.

the Borrowers shall fail to pay any principal amount of the Accommodations Outstanding when such amount becomes due and payable;

the Borrowers shall fail to pay any interest, Fees relating to any Accommodation or to the Revolving Credit Commitment, or Hedging Obligations when the same become due and payable thereunder and such failure shall remain unremedied for 3 Business Days;

the Borrowers shall fail to pay any Fees (other than Fees relating to any Accommodation or to the Revolving Credit Commitment) when the same become due and payable hereunder and such failure shall remain unremedied for 10 Business Days after receipt by the Borrowers of a written notice thereof by the Canadian Agent or any Revolving Lender to the Borrowers;

any representation or warranty or certification made or deemed to be made by or on behalf of MTY or any other Loan Party in this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made or deemed to be made;

MTY shall fail to perform, observe or comply with any of the covenants contained in Section 9.2 and Section 9.3;

the Borrowers or any Guarantor shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document to which it is a party and such failure shall remain unremedied for 10 days after the earlier of: (i) receipt by the Borrowers of a written notice thereof by the Canadian Agent to the Borrowers, and (ii) such time as the Borrowers or relevant Guarantor is aware of same;

the Borrowers or any Guarantor shall fail to pay the principal of or premium or interest on any Debt (excluding any Debt hereunder) which is outstanding in an aggregate principal amount exceeding $15,000,000 (or the Equivalent Amount in any other currency), when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist, and shall continue after the applicable grace period, if any, specified in any agreement or instrument relating to any such Debt, if the effect of such event is to accelerate, or permit the acceleration of such Debt; or any such Debt shall be declared to be due and payable in accordance with its terms prior to the stated maturity thereof;

any final judgment or order (subject to no further right of appeal and unless fully insured) for the payment of money in excess of $15,000,000 (or the Equivalent Amount in any other currency) is rendered by a court of competent jurisdiction against or in respect of the Borrowers or any Guarantor or any of their respective Assets and any one of the Borrowers or the relevant Guarantor has not discharged the same or provided for its discharge in accordance with its terms, or procured a stay of execution thereof, or deposited with the Canadian Agent cash collateral or other security satisfactory to the Revolving Lenders in the amount of the judgment, within 30 days from the date of entry thereof;

any one of the Borrowers or any Guarantor (i) is adjudicated insolvent or generally is not able to pay its debts as they become due; (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors; (iii) institutes or has instituted against it any proceedings seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, release or composition of it or its debt under any law relating to bankruptcy, insolvency, reorganization or release of debtors including any plan of compromise or arrangement or other corporate proceedings involving or affecting its creditors (except to the extent permitted in Section 9.2(3)), or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Assets, and in the case of any such proceeding instituted against it (but not instituted by it), (a) such proceeding shall remain undismissed or unstayed for a period of 45 days, or (b) any one of the Borrowers or such Guarantor fails to diligently and actively oppose such proceeding, or (c) any of the relief sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets) is given; or (iv) takes any corporate or other action to authorize any of the above actions;

should any interest of the Borrowers or any Guarantor in any of their respective assets or property having a market value in excess of $7,500,000 be sold or foreclosed by any creditor or encumbrancer or any Person acting under legal process, or should any Person take possession, or assume control through distress or legal process, of the property and assets of the Borrowers or any Guarantor or any part thereof having a market value in excess of $7,500,000, if such possession or control not be contested diligently and in good faith by or on behalf of the Borrowers or any Guarantor;

the Borrower shall cease or threaten in writing to cease to carry on business or a substantial part thereof in the ordinary course;

Should a Person (or a group of Persons acting in concert) acquire the Control of MTY;

the occurrence of a Material Adverse Effect;

there shall be any Impermissible Qualification to MTY’s audited consolidated financial statements or the notes thereto or the opinion of MTY’s independent auditor in respect thereof;

any of the Loan Documents cease to be in full force and effect against the applicable Loan Party and if the applicable Loan Party does not, within five Business Days of receipt of notice of such Loan Document not being in full force and effect, cause such Loan Document to be in full force and effect or replace such Loan Document with a new agreement that is in form and substance satisfactory to the Majority Lenders acting reasonably;

Intentionally deleted;

should the corporate and tax structure relating to MTY and described under the organizational chart set forth in Schedule 8.1(27) be substantially altered or modified;

should a Hedging Agreement entered into between MTY or any other Loan Party and any financial or brokerage institution be terminated prior to its scheduled maturity as the result of MTY’s or such Loan Party’s inability to meet its obligations in respect thereof and the amount owed by MTY or such Loan Party thereunder exceeds $5,000,000;

the validity of any of the Loan Documents or the applicability thereof to the Accommodations or any other obligations purported to be secured thereby or any material part thereof shall be disaffirmed in writing by or on behalf of any of the Loan Parties; or

should a default occur under any of the Material Contracts or any of the Transaction Documents which has not been cured within the grace period provided thereunder, where such default would reasonably be expected to have a Material Adverse Effect;

Upon a declaration that the principal amount of all outstanding Advances, an amount equal to the Face Amount of each Banker’s Acceptance, purchased Draft and issued Letter of Credit and all interest and Fees accrued thereon and all other amounts payable under this Agreement are immediately due and payable pursuant to Section 10.1, the Canadian Agent may commence such legal action or proceedings as it, in its sole discretion, may deem expedient, including the commencement of enforcement proceedings under the Loan Documents, all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any of the Assets, or any other action or notice, all of which the Borrowers hereby expressly waive.

The rights and remedies of the Agents and the Revolving Lenders hereunder and under the other Loan Documents are cumulative and are in addition to and not in substitution for any other rights or remedies. Nothing contained herein or in the Loan Documents or any security hereafter held by the Canadian Agent and the Revolving Lenders with respect to the indebtedness or liability of the Borrowers, the Guarantors or any other Person to the Agents and the Revolving Lenders or any part thereof, nor any act or omission of the Agents and the Revolving Lenders with respect to the Loan Documents, shall in any way prejudice or affect the rights, remedies and powers of the Agents and the Revolving Lenders hereunder or under the Loan Documents.

firstly, to pay all Realization Costs incurred and paid by any one of the Revolving Lenders or the Agents, as the case may be;

secondly, to the payment of interest and fees accrued in connection with the Accommodations;

thirdly, to the pari passu payment of the principal due on the Accommodations and the Mark-to-Market Exposure to those Hedge Lenders which have executed Eligible Hedging Agreements in favour of MTY or any of its Subsidiaries;

fourthly, to the payment of all of the amounts owed by the Borrowers or any other Loan Party to the Agents or any of the Revolving Lenders pursuant hereto or under any other Loan Document;

fifthly, to pay any surplus to or to the order of any Person, including the Borrowers, which by Law may be entitled to receive same.

Increased Costs Generally. If any Change in Law shall:

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

subject any Revolving Lender to any Tax of any kind whatsoever with respect to this Agreement or any Accommodations made by it, or change the basis of taxation of payments to such Revolving Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 11.2 and the imposition, or any change in the rate, of any Excluded Tax payable by such Revolving Lender; or

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

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

Certificates for Reimbursement. A certificate of a Revolving Lender setting forth the amount or amounts necessary to compensate such Revolving Lender or its holding company, as the case may be, as specified in paragraph (1) or (2) of this Section (“Additional Compensation”), including a description of the event by reason of which it believes it is entitled to such compensation, and supplying reasonable supporting evidence (including, in the event of a Change in Law, a photocopy of the applicable Law evidencing such change) and reasonable detail of the basis of calculation of the amount or amounts, and delivered to the relevant Borrower shall be conclusive absent manifest error. Such Borrower shall pay such Revolving Lender the amount shown as due on any such certificate within 10 days after receipt thereof. In the event the Revolving Lender subsequently recovers all or part of the Additional Compensation paid by such Borrower, it shall promptly repay an equal amount to such Borrower. The obligation to pay such Additional Compensation for subsequent periods will continue until the earlier of termination of the Accommodation or the Revolving Lender’s Revolving Credit Commitment affected by the Change in Law, change in capital requirement or the lapse or cessation of the Change in Law giving rise to the initial Additional Compensation. A Revolving Lender shall make reasonable efforts to limit the incidence of any such Additional Compensation and seek recovery for the account of such Borrower upon such Borrower’s request at such Borrower’s expense, provided such Revolving Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage. Notwithstanding the foregoing provisions, a Revolving Lender shall only be entitled to rely upon the provisions of this Section 11.3 if and for so long as it is not treating such Borrower in any materially different or in any less favourable manner than is applicable to any other customers of such Revolving Lender, where such other customers are bound by similar provisions to the foregoing provisions of this Section 11.3.

Delay in Requests. Failure or delay on the part of any Revolving Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Revolving Lender’s right to demand such compensation, except that the Borrowers shall not be

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

Payments Subject to FATCA. If a payment made to a Revolving Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Revolving Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Revolving Lender shall deliver to the applicable withholding agent, at the time or times prescribed by law and at such time or times reasonably requested by such withholding agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the withholding agent as may be necessary for the withholding agent to comply with its obligations under FATCA, to determine that such Revolving Lender has or has not complied with such Revolving Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.2(2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Payment of Other Taxes by the Borrowers. Without limiting the provisions of paragraph (1) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Entity in accordance with Applicable Law.

Indemnification by the Borrowers. The Borrowers shall indemnify the Agents and each Revolving Lender, within 15 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agents or such Revolving Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A

Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Entity, the Loan Parties shall deliver to the Agents the original or a certified copy of a receipt issued by such Governmental Entity evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agents.

Status of Revolving Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the relevant Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, at the request of such Borrower, deliver to such Borrower (with a copy to the Agents), at the time or times prescribed by applicable Law or reasonably requested by such Borrower or the Agents, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Revolving Lender, if requested by such Borrower or the Agents, shall deliver such other documentation prescribed by applicable Law or reasonably requested by such Borrower or the Agents as will enable such Borrower or the Agents to determine whether or not such Revolving Lender is subject to withholding or information reporting requirements.

Treatment of Certain Refunds and Tax Reductions. If the Agents or a Revolving Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which a Loan Party has paid additional amounts pursuant to this Section 11.2 or that, because of the payment of such Taxes or Other Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrowers or other Loan Party, as applicable, an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers or other Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Agents or such Revolving Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). The Borrowers or other Loan Party as applicable, upon the request of the Agents or such Revolving Lender, agrees to repay the amount paid over to the Borrowers or other Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agents or such Revolving Lender if the Agents or such Revolving Lender is required to repay such refund or reduction to such Governmental Authority. This paragraph shall not be construed to require the Agents or any Revolving Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

Designation of a Different Lending Office. If any Revolving Lender requests compensation under Section 11.1, or requires any Borrower to pay any additional amount to any Revolving Lender or any Governmental Entity for the account of any Revolving Lender pursuant to Section 11.2, then such Revolving Lender shall use reasonable efforts to designate a different lending office for funding or booking its Accommodations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Revolving Lender (with the prior consent of such Borrower), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 11.1 or Section 11.2, as the case may be, in the future and (ii) would not subject such Revolving Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Revolving Lender. Each of the Borrowers hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Revolving Lender in connection with any such designation or assignment.

Replacement of Revolving Lenders. If any Revolving Lender requests compensation under Section 11.1, if any Borrower is required to pay any additional amount to any Revolving Lender or any Governmental Entity for the account of any Revolving Lender pursuant to Section 11.2, if any Revolving Lender’s obligations are suspended pursuant to Section 11.4 or if any Revolving Lender defaults in its obligation to fund Accommodations hereunder, then such Borrower may either, at its sole expense and effort, upon 10 days’ notice to such Revolving Lender and the Agents: (i) repay all outstanding amounts due to such affected Revolving Lender (or such portion which has not been acquired pursuant to clause (ii) below) and thereupon the Revolving Lender’s Revolving Credit Commitment of the affected Revolving Lender shall be permanently cancelled and the aggregate Revolving Credit Commitment shall be permanently reduced by the same amount and the Revolving Lender’s Revolving Credit Commitment of each of the other Revolving Lenders shall remain the same; or (ii) require such Revolving Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article 18), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Lender, if a Revolving Lender accepts such assignment), provided that:

such Borrower pays to the Canadian Agent the assignment fee specified in Section 18.1(2)(f);

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

in the case of any such assignment resulting from a claim for compensation under Section 11.1 or payments required to be made pursuant to Section 11.2, such assignment will result in a reduction in such compensation or payments thereafter; and

such assignment does not conflict with applicable Law.

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

the provisions of this Section shall not be construed to apply to (x) any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Revolving Lender as consideration for the assignment of or sale of a participation in any of its Accommodations or participations in disbursements under Letters of Credit to any assignee or participant, other than to any Loan Party or any Affiliate of a Loan Party (as to which the provisions of this Section shall apply); and

the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrowers to such Revolving Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrowers’ obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to a Loan Party upon the termination of derivatives entered into between the Loan Party and such Revolving Lender unless a Default has occurred, or (z) any payment to which such Revolving Lender is entitled as a result of any form of credit protection obtained by such Revolving Lender.

Funding by Revolving Lenders; Presumption by Agents. Unless the Agents shall have received notice from a Revolving Lender prior to the proposed date of any advance of funds that such Revolving Lender will not make available to the Agents such Revolving Lender’s share of such advance, the Agents may assume that such Revolving Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Revolving Lenders and may, but is not obliged to, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable advance available to the Agents, then the applicable Revolving Lender shall pay to the Agents forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Agents, at a rate determined by the Agents in accordance with prevailing banking industry practice on interbank compensation. If such Revolving Lender pays such amount to the Agents, then such amount shall constitute such Revolving Lender’s Accommodation included in such advance. If the Revolving Lender does not do so forthwith, the Borrowers shall pay to the Agents forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Revolving Lender that has failed to make such payment to the Agents. For greater certainty, it shall be understood that the Agents are under no obligation to make available to the Borrowers any Revolving Lender’s share of an advance of funds until such time as said Revolving Lender’s share is made available to the Agents by the Revolving Lender.

Payments by Borrowers; Presumptions by Agents. Unless the Agents shall have received notice from the Borrowers prior to the date on which any payment is due to the Agents for the account of any Revolving Lender hereunder that the Borrowers will not make such payment, the Agents may assume that the Borrowers have made such payment on such date in accordance herewith and may, but are not obliged to, in reliance upon such assumption, distribute the amount due to the Revolving Lenders. In such event, if the Borrowers have not in fact made such payment, then each of the Revolving Lenders individually, and not solidarily, agrees to repay to the Agents forthwith on demand the amount so distributed to such Revolving Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agents, at a rate determined by the Agents in accordance with prevailing banking industry practice on interbank compensation. For greater certainty, it shall be understood that the Agents are under no obligation to distribute any amount due to the Revolving Lenders until such time as said amount due is paid by the Borrowers to the Agents.

Each of the Revolving Lenders and the U.S. Agent hereby acknowledges, agrees to, confirms and ratifies the appointment of the Canadian Agent to act on its behalf and on behalf of the Term Lenders and the Hedge Lenders as the Canadian Agent hereunder and under the other Loan Documents and authorizes the Canadian Agent to take such actions on its behalf and on behalf of the Hedge Lenders and to exercise such powers as are delegated to the Canadian Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the U.S. Revolving Lenders hereby acknowledges, agrees to, confirms and ratifies the appointment of the U.S. Agent to act on its behalf as the U.S. Agent hereunder and the other Loan Documents and authorizes the U.S. Agent to take such actions on its behalf and to exercise such powers as are delegated to the U.S. Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Canadian Agent, the U.S. Agent, the Revolving Lenders, the Term Lenders and the Hedge Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions.

Intentionally deleted.

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

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

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

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

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

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

The Agents shall be deemed to not have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agents have received notice from a Revolving Lender, the Borrowers or any other Loan Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agents receive such a notice, the Agents shall promptly give notice thereof to the Revolving Lenders.

In addition to any notice referred to in Section 15.7(1) above, the Agents hereby undertake to provide the Revolving Lenders with a copy of any other notice it may receive from the Borrowers or any other Loan Party under this Agreement.

The Agents may at any time give notice of its resignation to the Revolving Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the prior consent of the Borrowers unless a Default has occurred, to appoint a successor, which shall be a Canadian Revolving Lender having an office in Montréal, Québec in the case of the Agent and which shall be a U.S. Revolving Lender having an office in the United States of America in the case of the U.S. Agent or an Affiliate of any such Canadian Revolving Lender with an office in Montréal or an Affiliate of such U.S. Revolving Lender with an office in the United States of America. The Agents may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agents and the Borrowers as long as the Majority Lenders, with the prior consent of the Borrowers unless a Default has occurred, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Canadian Revolving Lender having an office in Montréal in the case of the Canadian Agent and which shall be a U.S. Revolving Lender with an office in the United States of America in the case of the U.S. Agent, or an Affiliate of any such Revolving Lender with an office in Montréal or an Affiliate of any such U.S. Revolviong Lender with an office in the United States of America.

If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Revolving Lenders, appoint a successor Agent meeting the qualifications specified in Section 15.8(1), provided that if the Agent shall notify the Borrowers and the Revolving Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Revolving Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Revolving Lender directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in the preceding paragraph.

Upon a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the termination of the service of the former Agent, the provisions of this Article 15 and of Article 17 shall continue in effect for the benefit of such former Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Agent was acting as Agent.

Costs and Expenses. The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agents or any Revolving Lender including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Accommodations issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Accommodations.

Indemnification by the Borrowers. The Borrowers shall indemnify each of the Agents (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom (including any refusal by the Fronting Letter of Credit Lender to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by any Loan Party, or any Environmental Liabilities related in any way to any Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the intentional or gross fault of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Loan Party has obtained a final and nonappealable judgment in its favour on such claim as determined by a court of competent jurisdiction, nor shall it be available in respect of matters specifically addressed in Section 11.1, Section 11.2 and Section 17.1(1).

Reimbursement by Revolving Lenders. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under paragraph (1) or (2) of this Section to be paid by it to the Agents (or any sub-agent thereof) or any Related Party of any of the foregoing, each Revolving Lender individually, and not solidarily, agrees to pay to the Agents (or any such sub-agent) or such Related Party, as the case may be, such Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) in connection with such capacity. The obligations of the Revolving Lenders under this paragraph (3) are subject to the other provisions of this Agreement concerning individual (and not solidary) liability of the Revolving Lenders.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Loan Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Accommodation or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Payments. All amounts due under this Section shall be payable promptly after demand therefor with documented particulars thereof. A certificate of the Agents or a Revolving Lender setting forth the amount or amounts owing to the Agents, Revolving Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrowers shall be conclusive absent manifest error.

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agents and each Revolving Lender and no Revolving Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (2) of this Section, (ii) by way of participation in accordance with

Assignments by Revolving Lenders. Any Revolving Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Lender’s Revolving Credit Commitment and the Accommodations Outstanding at the time owing to it); provided that:

except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the Revolving Lender’s Revolving Credit Commitment of the assigning Revolving Lender and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Revolving Lender or an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Revolving Lender’s Revolving Credit Commitment being assigned (which for this purpose includes Accommodations Outstanding thereunder) or, if the Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding of the assigning Revolving Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agents or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, unless each of the Agents and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount;

each partial assignment shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Agreement with respect to the Accommodations Outstanding or the Revolving Lender’s Revolving Credit Commitment assigned, except that this clause (b) shall not prohibit any Revolving Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis;

any assignment of a Revolving Lender’s Revolving Credit Commitment must be approved by the Fronting Letter of Credit Lender and the Swingline Lender (such approval not to be unreasonably withheld or delayed);

any assignment must be approved by the Agents (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Revolving Lender;

any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a

the parties to each assignment shall execute and deliver to the Agents an Assignment and Assumption substantially in the form of the assignment and assumption agreement set forth in Schedule 7, together with a processing and recordation fee of $5,000 and the Eligible Assignee, if it shall not be a Revolving Lender, shall deliver to the Agents all documentation reasonably required thereby in this connection.

Register. The Canadian Agent shall maintain at one of its offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Revolving Lenders, and the Revolving Lender’s Revolving Credit Commitment of, and principal amounts of the Accommodations Outstanding owing to, each Revolving Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Revolving Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Revolving Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Revolving Lender, at any reasonable time and from time to time upon reasonable prior notice.

Participations. Any Revolving Lender may at any time, without the consent of, or notice to, any Borrower or the Agents, sell participations to any Person (other than a natural person, a Loan Party or any Affiliate of a Loan Party ) (each, a “Participant”) in all or a portion of such Revolving Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Lender’s Revolving Credit Commitment and/or the Accommodations Outstanding owing to it); provided that (i) such Revolving Lender’s obligations under this Agreement shall remain unchanged, (ii) such Revolving Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Revolving Lenders shall continue to deal

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 11.1 and Section 11.2 than the applicable Revolving Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. Absent an Event of Default which is continuing, a Participant that would be a Foreign Lender if it were a Revolving Lender shall not be entitled to the benefits of Section 11.2.

Certain Pledges. Any Revolving Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Revolving Lender, but no such pledge or assignment shall release such Revolving Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Revolving Lender as a party hereto.

Subject to subsections (2) and (3), no acceptance, amendment or waiver of any provision of any of the Loan Documents, nor consent to any departure by the Borrowers or any other Person from such provisions, shall be effective unless in writing and approved by the Majority Lenders. Any acceptance, amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

Only written acceptances, amendments, waivers or consents signed by all the Revolving Lenders shall (i) increase the maximum amount of the Revolving Credit Facility or of the Revolving Lender’s Revolving Credit Commitment of any Revolving Lender; (ii) reduce the principal or amount of, or interest on, directly or indirectly, any Accommodation Outstanding or any Fees; (iii) postpone any date fixed for any payment of principal of, or interest on, any Accommodation Outstanding or any Fees; (iv) change the percentage of the Revolving Credit Commitment or the number or percentage of Revolving Lenders required for the Revolving Lenders, or any of them, or the Agents to take any action; (v) permit any termination of any of the Guarantees required hereunder or release any of the Guarantees (except as contemplated by this Agreement or the other Loan Documents); (vi) change the definition of Majority Lenders; (vii) modify any provision of this Agreement providing for the sharing of Proceeds of Realization; or (viii) amend this Section 19.1(2).

Only written acceptances, amendments, waivers or consents signed by the Agents, in addition to the Majority Lenders, shall affect the rights or duties of the Agents under the Loan Documents.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to a Revolving Lender in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, such Revolving Lender could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.

The obligations of the Borrowers in respect of any sum due in the Original Currency from it to any Revolving Lender under any of the Loan Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Revolving Lender of any sum adjudged to be so due in the Other Currency, the Revolving Lender may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Revolving Lender in the Original Currency, the Borrowers agree, as a separate obligation and notwithstanding the judgment, to indemnify the Revolving Lender, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Revolving Lender in the Original Currency, the Revolving Lender shall remit such excess to the Borrowers.

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

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

Waiver of Venue. Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the

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

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

Each of the Agents and the Revolving Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (to the extent necessary to administer or enforce this Agreement and the other Loan Documents) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority having jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable Laws or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrowers and their obligations, or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Agents or any Revolving Lender on a non-confidential basis from a source other than a Loan Party. If the Agents or any Revolving Lender is requested or required to disclose any Information (other than by any bank examiner) pursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Agents or such Revolving Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrowers with notice of such requests or obligation in sufficient time so that the Borrowers may seek an appropriate protective order or waive the Agents’, or such Revolving Lender’s, as applicable, compliance with the provisions of this Section, and the Agents and such Revolving Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrowers in the Borrowers obtaining any such protective order.

For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agents or any Revolving Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Agents may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that

In addition, and notwithstanding anything herein to the contrary, the Agents may provide basic information concerning the Borrowers and the credit facilities established herein to Loan Pricing Corporation and/or other recognized trade publishers of information for general circulation in the loan market.

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

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

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

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

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