SunOpta Inc. (Form: 10-Q, Received: 11/09/2016 17:26:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2016

[_]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________ .

Commission file number: 001-34198

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

CANADA	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2233 Argentia Road
Mississauga, Ontario L5N 2X7, Canada	(905) 821-9669
(Address of principal executive offices)	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]	Accelerated filer [_]
Non-accelerated filer [_]	Smaller reporting company [_]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [_] No [X]

The number of the registrant’s common shares outstanding as of November 4, 2016 was 85,656,820.

SUNOPTA INC.
FORM 10-Q
For the quarterly period ended October 1, 2016

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations for the quarters and three quarters ended October 1, 2016 and October 3, 2015	5
	Consolidated Statements of Comprehensive Earnings for the quarters and three quarters ended October 1, 2016 and October 3, 2015	6
	Consolidated Balance Sheets as at October 1, 2016 and January 2, 2016	7
	Consolidated Statements of Shareholders’ Equity as at and for the three quarters ended October 1, 2016 and October 3, 2015	8
	Consolidated Statements of Cash Flows for the quarters and three quarters ended October 1, 2016 and October 3, 2015	9
	Notes to Consolidated Financial Statements	11

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4	Controls and Procedures	56


PART II	OTHER INFORMATION
Item 1	Legal Proceedings	58
Item 1A	Risk Factors	58
Item 6	Exhibits	61

Basis of Presentation

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to the “Company”, “SunOpta”, “we”, “us”, “our” or similar words and phrases are to SunOpta Inc. and its subsidiaries, taken together.

In this report, all currency amounts are expressed in thousands of United States (“U.S.”) dollars (“$”), except per share amounts, unless otherwise stated. Amounts expressed in Canadian dollars are expressed in thousands of Canadian dollars and preceded by the symbol “Cdn $”, and amounts expressed in euros are expressed in thousands of euros and preceded by the symbol “€”. As at October 1, 2016, the closing rates of exchange for the U.S. dollar, expressed in Canadian dollars and euros, were $1.00 = Cdn $1.3117 and $1.00 = €0.8901. These rates are provided solely for convenience and do not necessarily reflect the rates used in the preparation of our financial statements.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to our acquisition of Sunrise Holdings (Delaware) Inc. (“Sunrise”); business acquisition transaction values; future financial and operating results, plans, objectives, expectations and intentions, and other statements that are not historical facts; estimated losses and related insurance recoveries associated with the recall of certain roasted sunflower kernel products; the timing and results of our process to identify a permanent Chief Executive Officer; additional charges associated with the closure of our San Bernardino, California facility; possible operational consolidation; reduction of non-core assets and operations; business strategies; plant and production capacities; revenue generation potential; anticipated construction costs; competitive strengths; goals; capital expenditure plans; business and operational growth and expansion plans; anticipated operating margins and operating income targets; gains or losses associated with business transactions; cost reductions; rationalization and improved efficiency initiatives; proposed new product offerings; and references to the future growth of our business and global markets for our products. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on certain assumptions, expectations and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstances.

SUNOPTA INC.

October 1, 2016 10-Q

Whether actual results and developments will agree with and meet our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

failure or inability to complete our ongoing operational review and implement value creation strategies in a timely manner;
restrictions under the terms of our debt and equity instruments on how we may operate our business;
conflicts of interest between our significant investors and our other stakeholders;
ability to successfully integrate the operations of Sunrise (as well as other recent acquisitions) into our business and, once integrated, the effects of this acquisition on our future financial condition, operating results, strategy and plans, including the impact of the substantial additional debt incurred to finance this acquisition and our ability to achieve the estimated synergies from this acquisition;
failure to retain key management and employees of acquired businesses;
ability to meet the covenants under our credit facilities or to obtain necessary waivers from our lenders;
ability to obtain additional capital as required to maintain current growth rates;
ability to successfully consummate possible future divestitures of businesses;
increased vulnerability to economic downturns and adverse industry conditions due to our level of indebtedness;
that our customers may choose not to buy products from us;
loss of one or more key customers;
changes and difficulty in predicting consumer preferences for natural and organic food products;
the highly competitive industry in which we operate;
an interruption at one or more of our manufacturing facilities;
technology failures that could disrupt our operations and negatively impact our business;
the loss of service of our key management;
labor shortages or increased labor costs;
the effective management of our supply chain;
volatility in the prices of raw materials and energy;
the availability of organic and non-genetically modified ingredients;
enactment of climate change laws;
unfavorable growing and operating conditions due to adverse weather conditions;

SUNOPTA INC.

October 1, 2016 10-Q

dilution in the value of our common shares through the exchange of preferred shares, exercise of stock options, participation in our employee stock purchase plan and issuance of additional securities;
impairment charges in goodwill or other intangible assets;
technological innovation by our competitors;
ability to protect our intellectual property and proprietary rights;
substantial environmental regulation and policies to which we are subject;
significant food and health regulations to which we are subject;
agricultural policies that influence our operations;
product liability suits, recalls and threatened market withdrawals that may arise or be brought against us;
food safety concerns and instances of food-borne illnesses that could harm our business;
litigation and regulatory enforcement concerning marketing and labeling of food products;
exposure to our international operations;
that we do not currently intend to, and are restricted in our ability to, pay any cash dividends on our common shares in the foreseeable future;
fluctuations in exchange rates, interest rates and the prices of certain commodities;
ability to effectively manage our growth and integrate acquired companies; and
the volatility of our operating results and share price.

All forward-looking statements made herein are qualified by these cautionary statements, and our actual results or the developments we anticipate may not be realized. We do not undertake any obligation to update our forward-looking statements after the date of this report for any reason, even if new information becomes available or other events occur in the future, except as may be required under applicable securities laws. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and our Annual Report on Form 10-K for the fiscal year ended January 2, 2016. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended January 2, 2016, under Item 1A. “Risk Factors” of this report, and in our other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.

SUNOPTA INC.

October 1, 2016 10-Q

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SunOpta Inc.

Consolidated Statements of Operations

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All dollar amounts expressed in thousands of U.S. dollars)

	Quarter ended				Three quarters ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	$		$		$		$

			(note 1)				(note 1)

Revenues	348,732		277,213		1,049,192		828,756

Cost of goods sold	307,702		250,904		940,283		743,624

Gross profit	41,030		26,309		108,909		85,132

Selling, general and administrative expenses	23,915		21,020		72,676		61,031
Intangible asset amortization	2,826		786		8,472		2,105
Other expense, net (note 9)	10,312		3,652		22,723		4,393
Foreign exchange loss (gain)	1,068		404		3,060		(1,046	)

Earnings from continuing operations before the following	2,909		447		1,978		18,649

Interest expense, net	12,178		1,103		34,748		3,171

Earnings (loss) from continuing operations before income taxes	(9,269	)	(656	)	(32,770	)	15,478

Provision for (recovery of) income taxes (note 10)	(5,411	)	(568	)	(15,632	)	4,838

Earnings (loss) from continuing operations	(3,858	)	(88	)	(17,138	)	10,640

Discontinued operations (note 3)
Earnings (loss) from discontinued operations	-		699		(1,993	)	(3,551	)
Gain on classification as held for sale	-		-		560		-
Recovery of (provision for) income taxes	-		(75	)	599		(964	)
Loss (earnings) from discontinued operations attributable to non-controlling interests	-		(116	)	264		1,556
Earnings (loss) from discontinued operations attributable to SunOpta Inc.	-		508		(570	)	(2,959	)

Earnings (loss)	(3,858	)	420		(17,708	)	7,681

Earnings (loss) attributable to non-controlling interests	(503	)	106		4		84

Earnings (loss) attributable to SunOpta Inc.	(3,355	)	314		(17,712	)	7,597

Earnings (loss) per share – basic (note 11)
- from continuing operations	(0.04	)	-		(0.20	)	0.15
- from discontinued operations	-		0.01		(0.01	)	(0.04	)
	(0.04	)	-		(0.21	)	0.11

Earnings (loss) per share – diluted (note 11)
- from continuing operations	(0.04	)	-		(0.20	)	0.15
- from discontinued operations	-		0.01		(0.01	)	(0.04	)
	(0.04	)	-		(0.21	)	0.11

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Consolidated Statements of Comprehensive Earnings

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All dollar amounts expressed in thousands of U.S. dollars)

	Quarter ended				Three quarters ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	$		$		$		$

			(note 1)				(note 1)

Earnings (loss) from continuing operations	(3,858	)	(88	)	(17,138	)	10,640
Earnings (loss) from discontinued operations attributable to SunOpta Inc.	-		508		(570	)	(2,959	)
Earnings (loss)	(3,858	)	420		(17,708	)	7,681

Change in fair value of interest rate swap, net of taxes	-		-		-		(129	)
Reclassification adjustment for loss included in earnings	-		-		-		339
Unrealized gain on interest rate swap, net	-		-		-		210

Currency translation adjustment	689		823		282		(3,009	)

Other comprehensive earnings (loss), net of income taxes	689		823		282		(2,799	)

Comprehensive earnings (loss)	(3,169	)	1,243		(17,426	)	4,882

Comprehensive earnings (loss) attributable to non-controlling interests	(482	)	51		(486	)	(2,072	)

Comprehensive earnings (loss) attributable to SunOpta Inc.	(2,687	)	1,192		(16,940	)	6,954

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Consolidated Balance Sheets

As at October 1, 2016 and January 2, 2016

(Unaudited)

(All dollar amounts expressed in thousands of U.S. dollars)

	October 1, 2016		January 2, 2016
	$		$

ASSETS
Current assets
Cash and cash equivalents	1,639		2,274
Accounts receivable	173,880		117,412
Inventories (note 6)	393,689		371,223
Prepaid expenses and other current assets	23,455		20,088
Current income taxes recoverable	9,390		21,728
Current assets held for sale (notes 1 and 3)	-		64,330
Total current assets	602,053		597,055

Property, plant and equipment	161,252		176,513
Goodwill (note 2)	241,585		241,690
Intangible assets (note 2)	186,603		195,008
Deferred income taxes	958		958
Other assets	11,797		7,979

Total assets	1,204,248		1,219,203

LIABILITIES
Current liabilities
Bank indebtedness (note 7)	226,651		159,773
Accounts payable and accrued liabilities	170,343		151,831
Customer and other deposits	1,029		5,322
Income taxes payable	4,189		1,720
Other current liabilities	1,208		1,521
Current portion of long-term debt (note 7)	2,159		1,773
Current portion of long-term liabilities (note 2)	5,365		5,243
Current liabilities held for sale (notes 1 and 3)	-		52,486
Total current liabilities	410,944		379,669

Long-term debt (note 7)	317,484		321,222
Long-term liabilities (note 2)	15,828		17,809
Deferred income taxes	54,564		74,324
Total liabilities	798,820		793,024

EQUITY
SunOpta Inc. shareholders’ equity
Common shares, no par value, unlimited shares authorized, 85,653,788 shares issued and outstanding (January 2, 2016 - 85,417,849)	299,470		297,987
Additional paid-in capital	24,931		22,327
Retained earnings	89,126		106,838
Accumulated other comprehensive loss	(10,699	)	(6,113	)
	402,828		421,039
Non-controlling interests	2,600		5,140
Total equity	405,428		426,179

Total equity and liabilities	1,204,248		1,219,203

Commitments and contingencies (note 13)

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Consolidated Statements of Shareholders’ Equity

As at and for the three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All dollar amounts expressed in thousands of U.S. dollars)

							Accumulated
			Additional				other com-		Non-
			paid-in		Retained		prehensive		controlling
	Common shares		capital		earnings		loss		interests		Total
	000s	$	$		$		$		$		$

Balance at January 2, 2016	85,418	297,987	22,327		106,838		(6,113	)	5,140		426,179

Employee stock purchase plan	67	326	-		-		-		-		326
Stock incentive plan	169	1,157	(569	)	-		-		-		588
Stock-based compensation	-	-	3,173		-		-		-		3,173
Loss from continuing operations	-	-	-		(17,142	)	-		4		(17,138	)
Loss from discontinued operations, net of income taxes (note 3)	-	-	-		(570	)	-		(264	)	(834	)
Disposition of discontinued operation (note 3)	-	-	-		-		(5,094	)	(2,054	)	(7,148	)
Currency translation adjustment	-	-	-		-		508		(226	)	282

Balance at October 1, 2016	85,654	299,470	24,931		89,126		(10,699	)	2,600		405,428

							Accumulated
			Additional				other com-		Non-
			paid-in		Retained		prehensive		controlling
	Common shares		capital		earnings		loss		interests		Total
	000s	$	$		$		$		$		$

Balance at January 3, 2015	67,074	190,668	22,490		129,309		(1,778	)	12,639		353,328

Issuance of common shares, net	16,670	96,544	-		-		-		-		96,544
Employee stock purchase plan	36	451	-		-		-		-		451
Stock incentive plan	704	4,624	(1,597	)	-		-		-		3,027
Warrants	850	6,042	(2,163	)	-		-		-		3,879
Stock-based compensation	-	-	4,140		-		-		-		4,140
Earnings from continuing operations	-	-	-		10,556		-		84		10,640
Loss from discontinued operations, net of income taxes	-	-	-		(2,959	)	-		(1,556	)	(4,515	)
Currency translation adjustment	-	-	-		-		(2,338	)	(671	)	(3,009	)
Change in fair value of interest rate swap, net of income taxes	-	-	-		-		139		71		210
Acquisition of non-controlling interest	-	-	(1,018	)	-		-		285		(733	)

Balance at October 3, 2015	85,334	298,329	21,852		136,906		(3,977	)	10,852		463,962

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Consolidated Statements of Cash Flows

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(Expressed in thousands of U.S. dollars)

	Quarter ended				Three quarters ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	$		$		$		$

			(note 1)				(note 1)
CASH PROVIDED BY (USED IN)

Operating activities
Earnings (loss)	(3,858	)	420		(17,708	)	7,681
Earnings (loss) from discontinued operations attributable to SunOpta Inc.	-		508		(570	)	(2,959	)
Earnings (loss) from continuing operations	(3,858	)	(88	)	(17,138	)	10,640

Items not affecting cash:
Depreciation and amortization	8,646		4,414		25,955		12,739
Acquisition accounting adjustment on inventory sold	1,890		-		13,404		-
Amortization and write-off of debt issuance costs (note 7)	3,988		124		10,210		327
Impairment of long-lived assets (note 9)	10,300		-		12,035		-
Deferred income taxes	(5,252	)	835		(19,760	)	697
Stock-based compensation	1,181		1,804		3,173		3,832
Unrealized gain on derivative instruments (note 5)	(749	)	(1,088	)	(1,264	)	(534	)
Fair value of contingent consideration (note 9)	124		235		(1,281	)	317
Other	(64	)	(581	)	343		1,237
Changes in non-cash working capital, net of businesses acquired (note 12)	836		12,648		(60,943	)	(28,965	)
Net cash flows from operations - continuing operations	17,042		18,303		(35,266	)	290
Net cash flows from operations - discontinued operations	-		4,241		758		5,490
	17,042		22,544		(34,508	)	5,780
Investing activities
Purchases of property, plant and equipment	(5,463	)	(6,866	)	(14,803	)	(21,841	)
Acquisition of businesses (note 2)	-		(6,475	)	-		(19,775	)
Payment of contingent consideration (note 5)	-		-		(4,554	)	-
Proceeds from sale of assets	-		348		-		1,292
Other	-		147		700		(778	)
Net cash flows from investing activities - continuing operations	(5,463	)	(12,846	)	(18,657	)	(41,102	)
Net cash flows from investing activities - discontinued operations	-		(785	)	1,754		(1,224	)
	(5,463	)	(13,631	)	(16,903	)	(42,326	)
Financing activities
Increase (decrease) under line of credit facilities (note 7)	(13,097	)	(3,206	)	258,475		31,291
Repayment of line of credit facilities (note 7)	-		-		(192,677	)	-
Borrowings under long-term debt (note 7)	-		-		432		-
Repayment of long-term debt (note 7)	(520	)	(311	)	(11,529	)	(722	)
Payment of debt issuance costs	(1,179	)	(2,157	)	(5,545	)	(2,188	)
Proceeds from the issuance of common shares, net	-		95,344		-		95,344
Proceeds from the exercise of stock options and employee share purchases	227		439		914		3,478
Proceeds from the exercise of warrants	-		-		-		3,879
Other	8		(179	)	(126	)	(459	)
Net cash flows from financing activities - continuing operations	(14,561	)	89,930		49,944		130,623
Net cash flows from financing activities - discontinued operations	-		(4,199	)	(1,180	)	(5,012	)
	(14,561	)	85,731		48,764		125,611

Foreign exchange gain (loss) on cash held in a foreign currency	329		(41	)	305		(14	)
Increase (decrease) in cash and cash equivalents in the period	(2,653	)	94,603		(2,342	)	89,051

Discontinued operations cash activity included above:
Add: Balance included at beginning of period	-		2,232		1,707		2,170
Less: Balance included at end of period	-		(1,626	)	-		(1,626	)

Cash and cash equivalents - beginning of the period	4,292		2,154		2,274		7,768

Cash and cash equivalents - end of the period	1,639		97,363		1,639		97,363

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Consolidated Statements of Cash Flows

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(Expressed in thousands of U.S. dollars)

	Quarter ended			Three quarters ended
	October 1, 2016	October 3, 2015		October 1, 2016	October 3, 2015
	$	$		$	$

		(note 1)			(note 1)

Non-cash investing activities
Proceeds on disposition of discontinued operation, note receivable (note 3)	-	-		1,537	-
Acquisition of business, working capital adjustment (note 2)	-	(55	)	-	264
Acquisition of business, settlement of pre-existing relationship (note 2)	-	-		-	(749	)
Acquisition of business, contingent consideration at fair value (note 2)	-	(2,330	)	-	(20,330	)

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

1. Description of Business and Significant Accounting Policies

SunOpta Inc. (the “Company” or “SunOpta”) was incorporated under the laws of Canada on November 13, 1973. The Company operates businesses focused on a healthy products portfolio that promotes sustainable well-being. The Company’s two reportable segments, Global Ingredients and Consumer Products, operate in the natural, organic and specialty food sectors and utilize an integrated business model to bring cost-effective and quality products to market.

In addition, the Company owned approximately 66% of Opta Minerals Inc. (“Opta Minerals”) as at January 2, 2016, on a non-dilutive basis. Opta Minerals produces, distributes and recycles industrial minerals, silica-free abrasives and specialty sands. On February 12, 2016, the Company announced that Opta Minerals had entered into a definitive acquisition agreement, pursuant to which an affiliate of Speyside Equity Fund I LP (“Speyside”), agreed to acquire substantially all of the issued and outstanding shares of Opta Minerals. The acquisition of Opta Minerals by Speyside was completed on April 6, 2016, following a vote of the shareholders of Opta Minerals in favor of the transaction on March 31, 2016. For further information regarding the Company’s divestiture of its equity interest in Opta Minerals, see note 3.

Basis of Presentation

The interim consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter and three quarters ended October 1, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016 or for any other period. The interim consolidated financial statements include the accounts of the Company and its subsidiaries, and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended January 2, 2016. For further information, refer to the consolidated financial statements, and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

Comparative Balances

As a result of the Company’s divestiture of Opta Minerals, the operating results and cash flows of Opta Minerals for the quarter and three quarters ended October 3, 2015 have been reclassified to discontinued operations to be consistent with presentation for the quarter and three quarters ended October 1, 2016. In addition, the assets and liabilities of Opta Minerals were reported as held for sale on the consolidated balance sheet as at January 2, 2016.

Fiscal Year-End

The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2016 is a 52-week period ending on December 31, 2016, with quarterly periods ending on April 2, July 2 and October 1, 2016. Fiscal year 2015 was a 52-week period ending on January 2, 2016, with quarterly periods ending on April 4, July 4 and October 3, 2015.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-15, which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flow, including contingent consideration payments made after a business combination. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and is to be applied on a retrospective basis. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated statement of cash flows.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Under the new guidance, companies will record excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement rather than in additional paid-in capital. In addition, the guidance permits companies to elect to recognize forfeitures of share-based payments as they occur, rather than estimating the number of awards expected to be forfeited as is currently required. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

In February 2016, the FASB issued ASU 2016-02, “Leases”, a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right of use asset and a lease liability for leases with a duration of greater than one year. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements; however, the Company anticipates that upon adoption of the standard it will recognize additional assets and corresponding liabilities related to leases on its balance sheet.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 will require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance provides a new measurement alternative for equity investments that do not have readily determinable fair values and do not qualify for the net asset practical expedient. Under this alternative, these investments can be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment with the same issuer. Additionally, ASU 2016-01 also changes certain disclosure requirements and other aspects of current U.S. GAAP. ASU 2016-01 is effective for interim and annual reporting periods beginning on or after December 15, 2017. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which will supersede existing revenue recognition guidance under U.S. GAAP. Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09. In 2016, the FASB issued additional ASUs to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. ASU 2014-09, as amended, will be effective for annual and interim periods beginning on or after December 15, 2017, and is to be applied on either a full retrospective or modified retrospective basis. Early adoption is permitted only as of annual and interim reporting periods beginning on or after December 15, 2016. The Company is currently assessing the impact that ASU 2014-09, as amended, will have on its consolidated financial statements and does not intend to early adopt this standard.

2. Business Acquisitions

Sunrise Holdings (Delaware), Inc.

On October 9, 2015, the Company completed the acquisition of 100% of the issued and outstanding common shares of Sunrise Holdings (Delaware), Inc. (“Sunrise”), pursuant to a Purchase and Sale Agreement dated July 30, 2015 (the “Sunrise Acquisition”). Sunrise is a processor of conventional and organic individually quick frozen (“IQF”) fruit in the U.S. and Mexico. The acquisition of Sunrise has been accounted for as a business combination under the acquisition method of accounting. The results of Sunrise have been included in the Company’s consolidated financial statements since the date of acquisition and are reported in the Consumer Products operating segment. The acquisition of Sunrise is aligned with the Company’s strategic focus on healthy and organic foods.

Total consideration for the Sunrise Acquisition was $472.7 million in cash paid at the acquisition date, which included the repayment of all outstanding obligations under Sunrise’s senior credit facility in the amount of $171.5 million. In addition, the total consideration included $23.0 million paid by the Company to the holders of Sunrise stock options. As all outstanding Sunrise stock options vested upon the consummation of the Sunrise Acquisition, pursuant to the terms of Sunrise’s pre-existing stock option agreements, the cash consideration paid to the optionholders was attributed to services prior to the Sunrise Acquisition and included as a component of the purchase price. The total consideration also included $20.9 million paid by the Company to settle acquisition-related transaction costs incurred by Sunrise in connection with the Sunrise Acquisition. As none of these costs were incurred by Sunrise on behalf of the Company, the cash consideration paid to settle these costs was included as a component of the purchase price.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

The following table summarizes the fair values of the assets acquired and liabilities assumed as at the acquisition date:

	$
Cash and cash equivalents	1,728
Accounts receivable ⁽¹⁾	26,090
Inventories ⁽²⁾	124,829
Income taxes recoverable	12,025
Other current assets	3,982
Property, plant and equipment ⁽³⁾	46,068
Intangible assets ⁽⁴⁾	170,000
Accounts payable and accrued liabilities	(24,169	)
Long-term debt, including current portion	(7,620	)
Deferred income taxes, net	(75,193	)
Net identifiable assets acquired	277,740
Goodwill ⁽⁵⁾	196,709
Non-controlling interest ⁽⁶⁾	(1,781	)
Net assets acquired	472,668

(1)	The gross amount of accounts receivable acquired was $26.2 million, of which the Company expects $0.2 million will be uncollectible.

(2)	Includes an estimated fair value adjustment to inventory of $19.0 million, of which $13.4 million and $4.0 million was recognized in costs of goods sold for inventory sold in the first three quarters of 2016 and fourth quarter of 2015, respectively.

(3)	Includes an estimated fair value adjustment to property, plant and equipment of $3.7 million.

(4)	The identified intangible assets relate to customer relationships in existence at the acquisition date between Sunrise and major U.S. retail and foodservice customers. The customer relationships intangible assets will be amortized over an estimated weighted-average useful life of approximately 23 years. The estimated fair value of the intangible assets was determined using a discounted cash flow analysis (income approach), which applied a risk-adjusted discount rate of approximately 12.0%.

(5)	Goodwill is calculated as the difference between the acquisition-date fair values of the total consideration and the net assets acquired. The total amount of goodwill has been assigned to the Consumer Products operating segment and is not expected to be deductible for tax purposes. The goodwill recognized is attributable to: (i) cost savings, operating synergies, and other benefits expected to result from combining the operations of Sunrise with those of the Company; (ii) the value of longer-term growth prospects in the private label frozen fruit market; (iii) the value of acquiring the current capabilities and low-cost position of the existing Sunrise business (i.e., the higher rate of return on the assembled net assets versus acquiring all of the net assets separately); and (iv) the value of Sunrise’s assembled workforce.

(6)	Represents the estimated fair value of the non-controlling interest in Sunrise’s 75%-owned Mexican subsidiary.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

Niagara Natural Fruit Snack Company Inc.

On August 11, 2015, the Company acquired the net operating assets of Niagara Natural Fruit Snack Company Inc. (“Niagara Natural”). Niagara Natural is a manufacturer of all-natural fruit snacks located in the Niagara Region of Ontario. The acquisition of the net operating assets of Niagara Natural has been accounted for as a business combination under the acquisition method of accounting. The results of Niagara Natural have been included in the Company’s consolidated financial statements since the date of acquisition and are reported in the Consumer Products operating segment.

The following table summarizes the fair values of the consideration transferred as at the acquisition date:

	Provisional
	Amounts			Final Amounts
	Recognized as at	Measurement		Recognized as at
	the Acquisition	Period		the Acquisition
	Date	Adjustment ⁽¹⁾		Date
	$	$		$
Cash	6,475	-		6,475
Working capital adjustment	237	(292	)	(55	)
Contingent consideration ⁽²⁾	2,330	-		2,330
Total consideration transferred	9,042	(292	)	8,750

(1)	The measurement period adjustment reflects the final determination of net working capital as at the acquisition date. This adjustment did not have a significant impact on the Company’s consolidated results of operations.

(2)	The Company agreed to pay the owners of Niagara Natural an additional amount of up to approximately $2.8 million over a period of two years subject to adjustment based on certain performance targets. The fair value of the contingent consideration was determined to be $2.3 million as of the acquisition date. On May 5, 2016, the Company and the owners of Niagara Natural entered into an agreement to settle the contingent consideration obligation in exchange for a one-time cash payment of $0.6 million. In the second quarter of 2016, the Company recognized a gain of $1.7 million in connection with this settlement, based on the difference between the fair value of the contingent consideration obligation and the cash payment (see note 9).

The following table summarizes the fair values of the assets acquired and liabilities assumed as at the acquisition date:

	Provisional
	Amounts				Final Amounts
	Recognized as at		Measurement		Recognized as at
	the Acquisition		Period		the Acquisition
	Date		Adjustment ⁽¹⁾		Date
	$		$		$
Current assets	2,220		(292	)	1,928
Machinery and equipment	3,414		-		3,414
Intangible assets ⁽²⁾	2,459		-		2,459
Current liabilities	(687	)	-		(687	)
Net identifiable assets acquired	7,406		(292	)	7,114
Goodwill ⁽³⁾	1,636		-		1,636
Net assets acquired	9,042		(292	)	8,750

(1)	The measurement period adjustment reflects the final determination of net working capital as at the acquisition date.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)


(2)	Intangible assets comprise customer relationships and non-competition arrangements, which will be amortized over an estimated weighted-average useful life of approximately 19 years.

(3)	The total amount of goodwill has been assigned to the Consumer Products operating segment.

Citrusource, LLC

On March 2, 2015, the Company acquired 100% of the issued and outstanding units of Citrusource, LLC (“Citrusource”), a producer of premium not-from-concentrate private label organic and conventional orange juice and citrus products in the U.S. The acquisition of Citrusource has been accounted for as a business combination under the acquisition method of accounting. The results of Citrusource have been included in the Company’s consolidated financial statements since the date of acquisition and are reported in the Consumer Products operating segment. The acquisition of Citrusource aligns with the Company’s strategy of growing its value-added consumer products portfolio and leveraging its integrated operating platform.

The following table summarizes the fair values of the consideration transferred as at the acquisition date:

	$
Cash	13,300
Working capital adjustment	(319	)
Settlement of pre-existing relationship	749
Contingent consideration ⁽¹⁾	18,000
Total consideration transferred	31,730

(1)

The contingent consideration arrangement with the former unitholders of Citrusource comprises two components: (i) deferred consideration calculated based on a seven-times multiple of the incremental growth in Citrusource’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) in fiscal year 2015 versus EBITDA for fiscal year 2014; and (ii) an earn-out calculated based on 25% of the incremental growth in the sum of Citrusource’s EBITDA and the EBITDA of the Company’s San Bernardino, California, juice facility (the “Combined EBITDA”) in each of fiscal years 2016, 2017 and 2018 versus the Combined EBITDA for fiscal year 2015. There are no upper limits to the amount of each of the components. The fair value measurement of the contingent consideration arrangement was determined to be approximately $18.0 million as at the acquisition date, based on a probability-weighted present value analysis, of which approximately $15.0 million was related to the deferred consideration and approximately $3.0 million is related to the earn-out. The deferred consideration is payable in four equal annual installments commencing in 2016. In the second quarter of 2016, the Company paid the first installment in the amount of $3.9 million. Of the remaining deferred consideration obligation, approximately $4.0 million is included in current portion of long-term liabilities and approximately $7.0 million is included in long-term liabilities on the consolidated balance sheets as at October 1, 2016. The earn-out obligation is also included in long-term liabilities on the consolidated balance sheet as at October 1, 2016. The fair value of the contingent consideration arrangement is based on significant level 3 unobservable inputs, including the following factors: (i) estimated range of EBITDA values in each of the earn-out periods; and (ii) the probability- weighting applied to each of the EBITDA values within the estimated range for each earn-out period. The resultant probability-weighted EBITDA values for each earn-out period were discounted at a credit risk-adjusted discount rate of approximately 3.5%.

During the fourth quarter of 2016, the Company and former unitholders of Citrusource will assess the impact of the planned closure of the San Bernardino juice facility (see note 9) on the earn-out component of the contingent consideration arrangement.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

The following table summarizes the fair values of the assets acquired and liabilities assumed as at the acquisition date:

	$
Accounts receivable	2,351
Inventories	1,745
Machinery and equipment	164
Customer relationships intangible asset ⁽¹⁾	14,000
Accounts payable and accrued liabilities	(1,666	)
Net identifiable assets acquired	16,594
Goodwill ⁽²⁾	15,136
Net assets acquired	31,730

(1)	The customer relationships intangible asset was recognized based on contracts in existence at the acquisition date between Citrusource and major U.S. retail customers. This intangible asset will be amortized over an estimated useful life of approximately 12 years.

(2)	Goodwill is calculated as the difference between the acquisition-date fair values of the consideration transferred and net assets acquired. The total amount of goodwill has been assigned to the Consumer Products operating segment and is expected to be fully deductible for tax purposes. The goodwill recognized is attributable to: (i) operating synergies expected to result from combining the operations of Citrusource with those of the Company; and (ii) opportunities to leverage the business experience of Citrusource’s management team to grow the Company’s existing citrus beverage program.

3. Discontinued Operations

Opta Minerals Inc.

On February 11, 2016, Opta Minerals entered into a definitive acquisition agreement, pursuant to which Speyside agreed to acquire substantially all of the issued and outstanding shares of Opta Minerals. The acquisition agreement was approved by Opta Minerals’ Boards of Directors, which recommended that Opta Minerals’ shareholders approve the transaction. Also on February 12, 2016, the Company entered into a support agreement pursuant to which it irrevocably agreed to vote all of its Opta Minerals’ shares in favor of the transaction. The acquisition of Opta Minerals by Speyside was completed on April 6, 2016, following a vote of the shareholders of Opta Minerals in favor of the transaction on March 31, 2016.

Upon closing of the transaction, the Company received aggregate gross proceeds of $4.8 million (C$6.2 million), of which $3.2 million (C$4.2 million) was received in cash, and $1.5 million (C$2.0 million) was received in the form of a subordinated promissory note bearing interest at 2.0% per annum that will mature on October 6, 2018. In the first quarter of 2016, the Company recognized direct costs related to the sale of Opta Minerals of $0.8 million. The sale of Company’s equity interest in Opta Minerals was consistent with its objective of divesting its non-core assets in order to become a pure-play healthy and organic foods company. The Company does not expect to have any significant continuing involvement with Opta Minerals.

In the fourth quarter of 2015, the Company recognized a loss on the classification of Opta Minerals as a discontinued operation held for sale of $10.5 million, or $7.7 million net of non-controlling interest, to write down the carrying value of Opta Minerals’ net assets to fair value less cost to sell based on estimated net proceeds on sale of approximately $4.5 million as at January 2, 2016. In the first quarter of 2016, the Company recognized a $0.6 million gain on classification as held for sale, which reflected a $1.1 million decline in the carrying value of Opta Mineral’s net assets, partially offset by a $0.5 million reduction in the estimated net proceeds on sale. The Company has not recognized the results of operations or cash flows of Opta Minerals for the period from April 1, 2016 to the closing of the transaction on April 6, 2016, as these amounts were insignificant to the Company’s consolidated results of operations and cash flows.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

As at January 2, 2016, the net assets and liabilities of Opta Minerals were reported as held for sale on the consolidated balance sheet. The following table reconciles the major classes of assets and liabilities of Opta Minerals to the amounts reported as held for sale:

	January 2,
	2016
	$
Cash and cash equivalents	1,707
Accounts receivable	14,676
Inventories	25,869
Property, plant and equipment	16,019
Intangible assets	13,194
Other assets	3,380
Loss recognized on classification as held for sale	(10,515	)
Total assets held for sale	64,330

Bank indebtedness	12,107
Accounts payable and accrued liabilities	9,634
Long-term debt	25,858
Other liabilities	4,887
Total liabilities held for sale	52,486

The following table reconciles the major components of the results of discontinued operations to the amounts reported in the consolidated statements of operations:

	Quarter ended			Three quarters ended
	October 1,	October 3,		October 1,		October 3,
	2016	2015		2016 ⁽¹⁾		2015
	$	$		$		$
Revenues	-	28,794		24,896		87,925
Cost of goods sold ⁽²⁾	-	(24,471	)	(22,133	)	(75,823	)
Selling, general and administrative expenses	-	(2,736	)	(3,024	)	(8,851	)
Intangible asset amortization	-	(498	)	-		(1,505	)
Other expense, net ⁽³⁾	-	(591	)	(794	)	(2,201	)
Foreign exchange gain (loss)	-	1,017		(454	)	568
Interest expense	-	(816	)	(484	)	(3,664	)
Earnings (loss) before income taxes	-	699		(1,993	)	(3,551	)
Gain on classification as held for sale before income taxes	-	-		560		-
Total pre-tax earnings (loss) from discontinued operations	-	699		(1,433	)	(3,551	)
Recovery of (provision for) income taxes	-	(75	)	599		(964	)
Earnings (loss) from discontinued operations	-	624		(834	)	(4,515	)
Loss (earnings) from discontinued operations attributable to non-controlling interest	-	(116	)	264		1,556
Earnings (loss) from discontinued operations attributable to SunOpta Inc.	-	508		(570	)	(2,959	)

(1)	For the three quarters ended October 1, 2016, no depreciation or amortization was recorded on Opta Minerals’ long-lived assets as these assets were classified as held for sale.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)


(2)	For the three quarters ended October 1, 2016, cost of goods sold includes a charge related to the write-down of inventory recorded by Opta Minerals of $0.8 million.

(3)	For the three quarters ended October 1, 2016, other expense, net includes a charge related to the impairment of long- lived assets recorded by Opta Minerals of $0.4 million.

4. Product Recall

During the second quarter of 2016, the Company announced a voluntary recall of certain roasted sunflower kernel products produced at its Crookston, Minnesota facility due to potential contamination with Listeria monocytogenes bacteria. The affected sunflower products originated from the Crookston facility between May 31, 2015 and April 21, 2016. For the quarter and three quarters ended October 1, 2016, the Company recognized estimated losses of $12.0 million and $28.0 million, respectively, related to this recall, reflecting the estimated cost of the affected sunflower kernel products expected to be returned to or replaced by the Company and the estimated cost to reimburse customers for costs incurred by them related to the recall of their retail products that contain the affected sunflower kernels as an ingredient or component. However, these losses do not reflect costs associated with the interruption of production at the Crookston facility for the period from April 21, 2016 to the time regular production resumed on or about May 15, 2016, subject to a positive release protocol, or the costs to put into place corrective and preventive actions at the Company’s roasting facilities. The Company’s remediation efforts are ongoing, and it expects to continue to incur related costs, which may be material.

The Company’s estimates of the losses related to the recall are provisional and were determined based on an assessment of the information available up to the date of filing of this report, including a review of customer claims received as of that date and consideration of the extent of potential additional claims that have yet to be received. The Company’s estimates reflect the amount of losses that it determined, as of the date of this report, to be both probable and reasonably estimable. The Company may need to revise its estimates in subsequent periods as the Company continues to work with its customers and insurance providers to substantiate the claims received to date and any additional claims that may be received. These revisions may occur at any time and may be material.

The Company is currently unable to estimate the impact that this recall may have on our future sales of sunflower products or on its ongoing relationships with its customers, which may have an adverse impact on the recoverability of the customer relationships intangible asset associated with the Company’s sunflower operations and on the fair value of the reporting unit to which the sunflower operations relate that could result in an impairment of the associated goodwill. As at October 1, 2016, the customer relationships intangible asset and goodwill associated with the sunflower operations had carrying values of $6.6 million and $17.5 million, respectively.

The Company carries general liability and product recall insurance and is expecting to recover the recall-related costs through its insurance policies, less applicable deductibles under these policies. The Company recognizes expected insurance recoveries in the period in which the recoveries are determined to be probable of realization. Accordingly, for the quarter and three quarters ended October 1, 2016, the Company recorded estimated insurance recoveries of $12.0 million and $27.4 million for the losses recognized to-date related to the recall. However, the Company may not recover amounts equal to the amount of the losses recognized if those losses exceed the coverage available or are excluded under its insurance policies. Subsequent to the third quarter of 2016, the Company received $2.0 million from an insurance provider in relation to the recall.

As at October 1, 2016, $27.8 million of the estimated recall-related costs were unsettled and were recorded in accounts payable and accrued liabilities on the consolidated balance sheet. These costs were offset by the corresponding estimated insurance recoveries of $27.4 million included in accounts receivable on the consolidated balance sheet as at October 1, 2016.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

5. Derivative Financial Instruments and Fair Value Measurements

The following table presents for each of the fair value hierarchies, the assets and liabilities that are measured at fair value on a recurring basis as of October 1, 2016 and January 2, 2016:

		October 1, 2016
		Fair value
		asset (liability)		Level 1	Level 2		Level 3
		$		$	$		$
(a)	Commodity futures and forward contracts ⁽¹⁾
	Unrealized short-term derivative asset	1,747		799	948		-
	Unrealized short-term derivative liability	(1,197	)	-	(1,197	)	-
	Unrealized long-term derivative liability	(12	)	-	(12	)	-
(b)	Inventories carried at market ⁽²⁾	6,647		-	6,647		-
(c)	Forward foreign currency contracts ⁽³⁾	(188	)	-	(188	)	-
(d)	Contingent consideration ⁽⁴⁾	(15,175	)	-	-		(15,175	)
(e)	Embedded derivative ⁽⁵⁾	2,944		-	-		2,944
(f)	Long-lived assets ⁽⁶⁾	600		-	600		-

		January 2, 2016
		Fair value
		asset (liability)		Level 1		Level 2		Level 3
		$		$		$		$
(a)	Commodity futures and forward contracts ⁽¹⁾
	Unrealized short-term derivative asset	748		-		748		-
	Unrealized long-term derivative asset	21		-		21		-
	Unrealized short-term derivative liability	(1,417	)	(10	)	(1,407	)	-
	Unrealized long-term derivative liability	(36	)	-		(36	)	-
(b)	Inventories carried at market ⁽²⁾	5,945		-		5,945		-
(c)	Forward foreign currency contracts ⁽³⁾	311		-		311		-
(d)	Contingent consideration ⁽⁴⁾	(21,010	)	-		-		(21,010	)
(e)	Embedded derivative ⁽⁵⁾	3,409		-		-		3,409

	(1)	Unrealized short-term derivative asset is included in prepaid expenses and other current assets, unrealized long-term derivative asset is included in other assets, unrealized short-term derivative liability is included in other current liabilities and unrealized long-term derivative liability is included in long-term liabilities on the consolidated balance sheets.
	(2)	Inventories carried at market are included in inventories on the consolidated balance sheets.
	(3)	The forward foreign currency contracts are included in accounts receivable or accounts payable and accrued liabilities on the consolidated balance sheets.
	(4)	Contingent consideration obligations are included in long-term liabilities (including the current portion thereof) on the consolidated balance sheets.
	(5)	The embedded derivative is included in other assets (long-term) on the consolidated balance sheets.
	(6)	Long-lived assets are included in property, plant and equipment on the consolidated balance sheets.

(a)	Commodity futures and forward contracts

	The Company’s derivative contracts that are measured at fair value include exchange-traded commodity futures and forward commodity purchase and sale contracts. Exchange-traded futures are valued based on unadjusted quotes for identical assets priced in active markets and are classified as level 1. Fair value for forward commodity purchase and sale contracts is estimated based on exchange-quoted prices adjusted for differences in local markets. Local market adjustments use observable inputs or market transactions for similar assets or liabilities, and, as a result, are classified as level 2. Based on historical experience with the Company’s suppliers and customers, the Company’s own credit risk, and the Company’s knowledge of current market conditions, the Company does not view non-performance risk to be a significant input to fair value for the majority of its forward commodity purchase and sale contracts.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

These exchange-traded commodity futures and forward commodity purchase and sale contracts are used as part of the Company’s risk management strategy, and represent economic hedges to limit risk related to fluctuations in the price of certain commodity grains, as well as the prices of cocoa and coffee. These derivative instruments are not designated as hedges for accounting purposes. Gains and losses on changes in fair value of these derivative instruments are included in cost of goods sold on the consolidated statement of operations. For the quarter ended October 1, 2016, the Company recognized a gain of $0.7 million (October 3, 2015 – gain of $1.1 million) and for the three quarters ended October 1, 2016, the Company recognized a gain of $1.2 million (October 3, 2015 – gain of $0.5 million) related to changes in the fair value of these derivatives.

As at October 1, 2016, the notional amounts of open commodity futures and forward purchase and sale contracts were as follows (in thousands of bushels):

	Number of bushels purchased (sold)
	Corn		Soybeans
Forward commodity purchase contracts	414		596
Forward commodity sale contracts	(75	)	(599	)
Commodity futures contracts	(670	)	(440	)

	In addition, as at October 1, 2016, the Company had net open forward contracts to sell 309 lots of cocoa and 23 lots of coffee.

(b)	Inventories carried at market

	Grains inventory carried at fair value is determined using quoted market prices from the Chicago Board of Trade (“CBoT”). Estimated fair market values for grains inventory quantities at period end are valued using the quoted price on the CBoT adjusted for differences in local markets, and broker or dealer quotes. These assets are placed in level 2 of the fair value hierarchy, as there are observable quoted prices for similar assets in active markets. Gains and losses on commodity grains inventory are included in cost of goods sold on the consolidated statements of operations. As at October 1, 2016, the Company had 340,399 bushels of commodity corn and 386,737 bushels of commodity soybeans in inventories carried at market.

(c)	Foreign forward currency contracts

	As part of its risk management strategy, the Company enters into forward foreign exchange contracts to reduce its exposure to fluctuations in foreign currency exchange rates. For any open forward foreign exchange contracts at period end, the contract rate is compared to the forward rate, and a gain or loss is recorded. These contracts are placed in level 2 of the fair value hierarchy, as the inputs used in making the fair value determination are derived from and are corroborated by observable market data. While these forward foreign exchange contracts typically represent economic hedges that are not designated as hedging instruments, certain of these contracts may be designated as hedges. As at October 1, 2016 the Company had open forward foreign exchange contracts with a notional value of €29.4 million ($33.0 million). Gains and losses on changes in the fair value of these derivative instruments are included in foreign exchange loss or gain on the consolidated statement of operations. For the quarter ended October 1, 2016, the Company recognized a loss of $0.3 million (October 3, 2015 – loss of $0.5 million) and for the three quarters ended October 1, 2016, the Company recognized a loss of $0.5 million (October 3, 2015 – loss of $1.1 million) related to changes in the fair value of these derivatives.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)


(d)	Contingent consideration

	The fair value measurement of contingent consideration arising from business acquisitions is determined using unobservable (level 3) inputs. These inputs include: (i) the estimated amount and timing of the projected cash flows on which the contingency is based; and (ii) the risk-adjusted discount rate used to present value those cash flows. The following table presents a reconciliation of contingent consideration obligations for the three quarters ended October 1, 2016:

	January 2,			Fair Value		October 1,
	2016		Issuances	Adjustments ⁽¹⁾	Payments ⁽²⁾	2016
	$		$	$	$	$
Contingent consideration	(21,010	)	-	1,281	4,554	(15,175	)

	(1)	Reflects the gain on settlement of the contingent consideration obligation related to the acquisition of Niagara Natural (see note 2) and an adjustment to the contractual amount owing to a former shareholder of Organic Land Corporation OOD, which was acquired by the Company on December 31, 2012, as well as the accretion for the time value of money related to the Citrusource and Niagara Natural obligations. Fair value adjustments are included in other income/expense (see note 9).
	(2)	Reflects the payment of deferred consideration to the former unitholders of Citrusource and cash settlement of the contingent consideration obligation related to the acquisition of Niagara Natural (see note 2).

(e)	Embedded derivative

	On August 5, 2011 and August 29, 2014, the Company invested $0.5 million and $0.9 million, respectively, in convertible subordinated notes issued by Enchi Corporation (“Enchi”), a developer of advanced bioconversion products for the renewable fuels industry, of which $0.2 million principal amount remained outstanding as at January 2, 2016. The Company’s investment in subordinated convertible notes of Enchi includes the value of an accelerated payment option embedded in the notes, which may result in a maximum payout to the Company of $5.1 million. Due to a lack of level 1 or level 2 observable market quotes for the notes, the Company used a discounted cash flow analysis (income approach) to estimate the original fair value of the embedded derivative based on unobservable level 3 inputs. The Company assesses changes in the fair value of the embedded derivative based on the performance of actual cash flows derived from certain royalty rights owned by Enchi, which are expected to be the primary source of funds available to settle the embedded derivative, relative to the financial forecasts used in the valuation analysis. On April 15, 2016, the Company received a distribution from Enchi of $0.7 million, which has been applied to repay the remaining $0.2 million principal amount of the convertible subordinated notes, with the balance of $0.5 million applied against the carrying value of the embedded derivative. As at October 1, 2016 and January 2, 2016, the Company determined that the fair value of this embedded derivative was $2.9 million and $3.4 million, respectively, based on expectations related to the remaining royalty rights.

(f)	Long-lived assets

	Long-lived assets associated with the Company’s juice facility located in San Bernardino, California with a carrying value of $10.9 million were written down to their fair value of $0.6 million, resulting in an impairment charge of $10.3 million, which was included in other expense for the quarter and three quarters ended October 1, 2016 (see note 9). Fair value was determined based on market prices for comparable assets, which represent level 2 inputs.

6. Inventories

	October 1,		January 2,
	2016		2016
	$		$
Raw materials and work-in-process	283,036		276,434
Finished goods	104,999		87,215
Company-owned grain	17,098		14,348
Inventory reserves	(11,444	)	(6,774	)
	393,689		371,223

SUNOPTA INC.

October 1, 2016 10-Q

7. Bank Indebtedness and Long-Term Debt

	October 1,	January 2,
	2016	2016
	$	$
Bank indebtedness:
Global Credit Facility ⁽¹⁾	223,503	-
North American credit facilities ⁽¹⁾	-	70,563
European credit facilities ⁽¹⁾	-	87,419
Bulgarian credit facility ⁽²⁾	3,148	1,791
	226,651	159,773

Long-term debt:
Second Lien Loan Agreement, net of unamortized debt issuance costs of nil (January 2, 2016 - $7,757) ⁽³⁾	310,000	312,243
Capital lease obligations	8,162	9,245
Other	1,481	1,507
	319,643	322,995
Less: current portion	2,159	1,773
	317,484	321,222

(1)	Global Credit Facility

	On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the “Global Credit Facility”). The Global Credit Facility replaced the Company’s previous North American credit facilities that were set to expire January 27, 2017, and its European credit facilities that were due on demand with no set maturity date. The Global Credit Facility will be used to support the working capital and general corporate needs of the Company’s global operations, in addition to funding future strategic initiatives. The Global Credit Facility also includes borrowing capacity available for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. Subject to customary borrowing conditions and the agreement of any such lenders to provide such increased commitments, the Company may request to increase the total lending commitments under the Global Credit Facility to a maximum aggregate principal amount not to exceed $450.0 million. Outstanding principal amounts under the Global Credit Facility are repayable in full on the maturity date of February 10, 2021.

	Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates, including prime rate and LIBOR plus an applicable margin. The applicable margin in the Global Credit Facility ranges from 1.25% to 1.75% for loans bearing interest based on LIBOR and from 0.25% to 0.75% for loans bearing interest based on the prime rate and, in each case, is set quarterly based on average borrowing availability for the preceding fiscal quarter. The initial margin for the Global Credit Facility was 0.50% with respect to prime rate borrowings and 1.50% with respect to LIBOR borrowings. As at October 1, 2016, the weighted-average interest rate on the facilities was 2.57%. The obligations under the Global Credit Facility are guaranteed by substantially all of the Company’s subsidiaries and, subject to certain exceptions, such obligations are secured by first priority liens on substantially all of the assets of the Company.

	The Global Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to create liens on assets; sell assets and enter into sale and leaseback transactions; pay dividends, prepay junior lien and unsecured indebtedness and make other restricted payments; incur additional indebtedness and make guarantees; make investments, loans or advances, including acquisitions; and engage in mergers or consolidations.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)


(2)	Bulgarian credit facility

	On April 19, 2016, a subsidiary of The Organic Corporation (“TOC”), a wholly-owned subsidiary of the Company, amended its revolving credit facility agreement dated May 22, 2013, to provide up to €4.5 million to cover the working capital needs of TOC’s Bulgarian operations. The facility is secured by the accounts receivable and inventories of the Bulgarian operations and is fully guaranteed by TOC. Interest accrues under the facility based on EURIBOR plus a margin of 2.75%, and borrowings under the facility are repayable in full on April 30, 2017. As at October 1, 2016, the weighted-average interest rate on the Bulgarian credit facility was 2.75%.

(3)	Second Lien Loan Agreement

	On October 9, 2015, SunOpta Foods Inc. (“SunOpta Foods”), a wholly-owned subsidiary of the Company, the Company and certain subsidiaries of the Company, as guarantors (together with the Company, the “Guarantors”), entered into a second lien loan agreement (the “Second Lien Loan Agreement”) with a group of lenders, pursuant to which the Company borrowed an aggregate principal amount of $330.0 million of term loans. In connection with the Second Lien Loan Agreement, the Company incurred $10.8 million of debt issuance costs, which were recorded as a reduction against the principal amount of the borrowings. The net proceeds of the Second Lien Loan Agreement were used to partially fund the Sunrise Acquisition. The Second Lien Loan Agreement was guaranteed by the Company and the Company’s subsidiaries that guarantee the Global Credit Facility, subject to certain exceptions, and was secured on a second-priority basis by security interests on all of SunOpta Foods’ and Guarantors’ assets that secured the Global Credit Facility, subject to certain exceptions and permitted liens.

	Interest on the term loans made under the Second Lien Loan Agreement on October 9, 2015 (the “Initial Loans”) was determined by reference to LIBOR (subject to a 1.0% per annum floor) plus an applicable margin of 6.0% per annum. The applicable margin increased by 0.50% at the end of each three-month period after October 9, 2015 and before October 9, 2016. In each case, the Initial Loans carried a maximum interest rate of 9.5% per annum. Giving effect to the amortization of the debt issuance costs, the effective interest rate on the Initial Loans was approximately 11.2% per annum.

	The Initial Loans could be repaid at par at any time prior to October 9, 2016. As at October 1, 2016 and January 2, 2016, the Company had repaid $20.0 million and $10.0 million principal amount, respectively, of the Initial Loans.

	On October 7, 2016, SunOpta Foods issued an aggregate of 85,000 shares of Series A Preferred Stock (the “Preferred Stock”) for consideration in the amount of $85.0 million. The Company used the net proceeds from the issuance of the Preferred Stock to repay an additional $79.0 million principal amount of the Initial Loans (see note 15). The remaining $231.0 million aggregate principal amount of Initial Loans matured on October 9, 2016 and automatically converted into a like principal amount of term loans (such converted loans, the “Term Loans”), with a maturity date of October 9, 2022. The Term Loans bore interest at a rate of 9.5% per annum. On October 20, 2016, all of the outstanding Term Loans were exchanged for a corresponding amount of 9.5% Senior Secured Second Lien Notes due 2022 (the “Notes”) issued by SunOpta Foods (see note 15). The Second Lien Loan Agreement was terminated in connection with the issuance of the Notes.

SUNOPTA INC.

October 1, 2016 10-Q

8. Stock-Based Compensation

Under the Company’s 2013 Stock Incentive Plan, the Company may grant a variety of stock-based awards including stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”) to selected employees and directors of the Company.

Stock Options

For the three quarters ended October 1, 2016, the Company granted 1,087,864 options to employees that vest ratably on each of the first through third anniversaries of the grant date and expire on the tenth anniversary of the grant date. The weighted-average grant-date fair value of these options was $1.36, which is recognized on a straight-line basis over the three-year vesting period based on the number of stock options expected to vest.

The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine the fair value of the stock options granted:

Exercise price	$	3.27
Dividend yield		0%
Expected volatility		41.4%
Risk-free interest rate		1.5%
Expected life of options (in years)		6.0

Restricted Stock Units and Performance Share Units

For the three quarters ended October 1, 2016, the Company granted 112,000 RSUs and 250,345 PSUs to certain employees and directors of the Company.

Time-based RSUs vest ratably on each of the first through third anniversaries of the grant date. The fair value of each RSU granted was estimated to be $3.27 based on the fair market value of a share of the Company’s common stock on the date of grant. The grant-date fair value is recognized on a straight-line basis over the three-year vesting period based on the number of RSUs expected to vest.

Performance-based PSUs vest three years following the grant date. The number of PSUs that ultimately vest (up to a specified maximum) will be determined based on performance relative to predetermined performance measures of the Company. If the Company’s performance is below a specified performance level, no PSUs will vest. The weighted average grant-date fair value of the PSUs granted was estimated to be $3.27 based on the fair market value of a share of the Company’s common stock on the grant dates. Each reporting period, the number of PSUs that are expected to vest is re-determined and the grant-date fair value of these PSUs is amortized on a straight-line basis over the remaining vesting period less amounts previously recognized.

Each vested RSU and PSU will be settled through the issuance of common shares of the Company and are therefore treated as equity awards.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9. Other Expense, Net

The components of other expense (income) are as follows:

	Quarter ended				Three quarters ended
	October 1,		October 3,		October 1,		October 3,
	2016		2015		2016		2015
	$		$		$		$
Impairment of long-lived assets ⁽¹⁾	10,300		-		12,035		-
Legal settlement ⁽²⁾	-		-		9,000		-
Product withdrawal and recall costs ⁽³⁾	-		-		1,697		-
Severance and rationalization costs ⁽⁴⁾	138		2,653		1,153		2,653
Business development costs	23		893		233		1,416
Fair value of contingent consideration (see note 5)	124		235		(1,281	)	317
Other	(273	)	(129	)	(114	)	7
	10,312		3,652		22,723		4,393

(1)	Impairment of long-lived assets

	During the third quarter of 2016, the Company assessed the carrying value of owned equipment and leasehold improvements associated with its leased San Bernardino, California juice facility as it evaluated recent commercial and operational developments that impacted the facility. In particular, the Company identified a need for significant investment in new packaging and processing capabilities in order to satisfy packaging format changes demanded by the facility’s largest customer. In addition, the Company was unsuccessful in contracting sufficient supply of raw citrus fruit for the upcoming season to allow for effective and efficient use of the facility’s extraction capabilities. This supply chain challenge is expected to continue for the foreseeable future, and while the Company has secured sufficient supply of extracted juice to meet its production requirements, the Company determined that it would be more beneficial to transfer its juice production from the facility to contract manufacturers with whom the Company has ongoing relationships. Accordingly, the Company has decided to not make further capital investments in support of the bottling or extraction areas of the facility. As a result, the Company determined that the carrying value of the long-lived assets of $10.9 million was not recoverable and that the assets were impaired. The Company recorded an impairment loss of $10.3 million to write down the carrying value of these assets to their estimated fair value. This facility is included in the Consumer Products operating segment.

	On November 8, 2016, the Board of Directors of the Company approved the closure of the San Bernardino juice facility. During the fourth quarter of 2016, the Company expects to incur additional facility closure costs of approximately $4.0 million to $5.0 million including lease termination and employee severance costs. In addition, it is reasonably possible that the Company may need to further adjust the estimated fair value of the long-lived assets based on the final disposition of the facility.

	For the three quarters ended October 1, 2016, the Company also recorded an impairment charge of $1.7 million related to the write-off of leasehold improvements at its Buena Park, California frozen fruit processing facility. In the first quarter of 2016, the Company transferred all production volume from this facility into Sunrise’s facilities located in Kansas and California.

(2)	Legal settlement

	In the second quarter of 2016, the Company recorded a charge of $9.0 million in connection with the settlement of a complaint filed by Plum, PBC (“Plum”) that arose out of a voluntary recall by Plum of certain resealable pouch products manufactured at the Company’s Allentown, Pennsylvania facility in 2013 (see note 13). Previously, in the fourth quarter of 2013, the Company recorded a $5.2 million provision for the expected loss associated with this recall, which reflected at that time the amount due to the Company for product sold to Plum that was subject to the recall, as well as the carrying value of recalled product still in inventory at the Company. The previously recorded provision did not include any potential amounts payable in connection with the settlement of litigation relating to the voluntary recall.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)


(3)	Product withdrawal and recall costs

	For the three quarters ended October 1, 2016, the Company recognized costs of $1.1 million associated with the voluntary withdrawal by a customer, in coordination with the Company, of private label orange juice product produced at the San Bernardino juice facility, due to instances of early spoilage within the prescribed shelf life of the product. In addition, for the three quarters ended October 1, 2016, the Company recognized an estimated loss of $0.6 million, net of estimated insurance recoveries in connection with a voluntary recall of certain sunflower kernel products that was announced in the second quarter of 2016 (see note 4).

(4)	Severance and rationalization costs

	For the three quarters ended October 1, 2016, severance and rationalization costs primarily related to the consolidation of the Company’s frozen fruit processing facilities following the Sunrise Acquisition, which included lease termination costs associated with the vacated Buena Park facility and related corporate office located in Cerritos, California.

	For the quarter and three quarters ended October 3, 2015, employee severance costs included contractual severance benefits of $1.2 million and previously unrecognized stock-based compensation expense of $0.9 million recognized in connection with the departure of Steven Bromley as the Company’s Chief Executive Officer effective October 1, 2015.

10. Income Taxes

For the quarters and three quarters ended October 1, 2016 and October 3, 2015, the Company’s effective tax rate was different from the Company’s statutory Canadian tax rate due to the Company’s annualized mix of earnings by jurisdiction, and the impact of discrete items including the realization of $1.3 million of previously unrecognized tax benefits in the third quarter of 2016. For the quarter and three quarters ended October 1, 2016, the Company used the actual year-to-date effective tax rate to estimate tax expense for these periods, instead of the annualized effective tax rate, as the calculated annualized effective tax rate was found to be highly sensitive to changes in estimates of total net earnings. The Company recognized a recovery of income tax of $15.6 million for the three quarters ended October 1, 2016, compared with a provision for income tax of $4.8 million for the three quarters ended October 3, 2015. Excluding the impact of the change in unrecognized tax benefits, the effective tax rate was 43.8% for the three quarters ended October 1, 2016, compared with 31.3% for the three quarters ended October 3, 2015. The effective tax rates reflected the impact of changes in the jurisdictional mix of earnings, mainly as the result of pre-tax losses in the U.S. for the quarter and three quarters ended October 1, 2016, compared with pre-tax earnings in the U.S. for the corresponding periods of 2015, reflecting the effect in the first three quarters of 2016 of higher cash interest costs related to the financing of the Sunrise Acquisition, as well as discrete costs related to business acquisitions, including the acquisition accounting adjustment to Sunrise inventory sold in the period (see note 2) and amortization of debt issuance costs related to the Second Lien Loan Agreement (see note 7), as well as the impact of other discrete items including costs associated with the legal settlement with Plum, consolidation of our frozen fruit processing facilities, and product withdrawal and recall costs (see note 9).

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11. Earnings (Loss) Per Share

Earnings (loss) per share are calculated as follows:

		Quarter ended						Three quarters ended
		October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Earnings (loss) from continuing operations attributable to SunOpta Inc.	$	(3,355	)	$	(194	)	$	(17,142	)	$	10,556
Earnings (loss) from discontinued operations attributable to SunOpta Inc.		-			508			(570	)		(2,959	)
Earnings (loss) attributable to SunOpta Inc.	$	(3,355	)	$	314		$	(17,712	)	$	7,597
Basic weighted-average number of shares outstanding		85,618,870			69,180,603			85,528,512			68,198,611
Dilutive potential of the following:
Employee/director stock options and RSUs		31,582			-			20,534			207,190
Diluted weighted-average number of shares outstanding		85,650,452			69,180,603			85,549,046			68,405,801
Earnings (loss) per share - basic:
- from continuing operations	$	(0.04	)	$	-		$	(0.20	)	$	0.15
- from discontinued operations		-			0.01			(0.01	)		(0.04	)
	$	(0.04	)	$	-		$	(0.21	)	$	0.11
Earnings (loss) per share - diluted:
- from continuing operations	$	(0.04	)	$	-		$	(0.20	)	$	0.15
- from discontinued operations		-			0.01			(0.01	)		(0.04	)
	$	(0.04	)	$	-		$	(0.21	)	$	0.11

For the quarter ended October 1, 2016, stock options to purchase 1,873,871 (October 3, 2015 − 870,192) common shares were excluded from the calculation of potential dilutive common shares due to their anti-dilutive effect. For the three quarters ended October 1, 2016, stock options to purchase 2,453,271 (October 3, 2015 − 405,996) common shares were excluded from the calculation of potential dilutive common shares due to their anti-dilutive effect.

For the quarter and three quarters ended October 1, 2016, all potential dilutive common shares were excluded from the calculation of diluted loss per share due to their anti-dilutive effect of reducing the loss per share.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

12. Supplemental Cash Flow Information

	Quarter ended				Three quarters ended
	October 1,		October 3,		October 1,		October 3,
	2016		2015		2016		2015
	$		$		$		$

Changes in non-cash working capital, net of businesses acquired:
Accounts receivable	(22,302	)	7,250		(56,049	)	(2,352	)
Inventories	5,150		3,369		(34,760	)	(29,824	)
Income tax recoverable	9,423		(3,600	)	14,807		(6,617	)
Prepaid expenses and other current assets	(1,985	)	2,190		(2,591	)	(922	)
Accounts payable and accrued liabilities	10,999		2,321		21,943		9,731
Customer and other deposits	(449	)	1,118		(4,293	)	1,019
	836		12,648		(60,943	)	(28,965	)

13. Commitments and Contingencies

Plum Dispute

Plum, a Delaware public benefit corporation and a subsidiary of Campbell Soup Company ("Campbell") and SunOpta Global Organic Ingredients, Inc., a wholly-owned subsidiary of the Company (“SGOI”), are parties to a manufacturing and packaging agreement dated September 21, 2011 (the “Plum Manufacturing Agreement”). Pursuant to the Plum Manufacturing Agreement, SGOI agreed to manufacture and package certain food items for Plum at SGOI’s Allentown, Pennsylvania facility in accordance with Plum’s specifications regarding, among other things, product ingredients and packaging, manufacturing processes, and quality control standards. On November 8, 2013, Plum initiated a voluntary recall of certain products manufactured by SGOI at its Allentown facility. On February 3, 2015, Plum filed a complaint against SGOI in the Lehigh County Court of Common Pleas in Allentown, Pennsylvania. On April 13, 2015, Plum filed an amended complaint adding packaging manufacturer and supplier Cheer Pack North America (“Cheer Pack”) as a Defendant. SGOI asserted counterclaims against Plum, crossclaims against Cheer Pack and third-party claims against Gualapack S.p.A (“Gualapack”), Hosokawa Yoko, Co. (“Hosokawa”), Secure HY Packaging Co., Ltd. (“SHY”) and CDF Corporation (“CDF”). Cheer Pack asserted cross-claims against SGOI. Plum alleged it initiated the recall in response to consumer complaints of bloated packaging and premature spoilage of certain products, which could lead to gastrointestinal symptoms and discomfort if consumed. Plum alleged that the spoilage of its products resulted from a post-processing issue at SGOI’s Allentown facility. Plum sought unspecified damages equal to the direct costs of the recall and handling of undistributed product, incidental and consequential damages, lost profits and attorneys’ fees.

On July 29, 2016, SGOI entered into a Mutual Release and Settlement Agreement (the “Settlement Agreement”) with Plum, Campbell, Cheer Pack, Gualapack, Hosokawa, CDF and SHY. The Settlement Agreement resolved the disputed issues among the parties in connection with the litigation filed by Plum against SGOI, as described above. Pursuant to the terms of the Settlement Agreement, the Company paid Campbell $5.0 million in cash and will provide Campbell with rebates of up to $4.0 million over a four-year period in connection with Plum’s purchases of pouch products and Campbell’s purchases of aseptic broth products pursuant to manufacturing and supply agreements, as amended, between the parties and their affiliates. In order for Campbell to obtain the full $4.0 million in rebates, Plum and Campbell must order certain minimum quantities of pouch products and aseptic broth products within each of the designated twelve-month periods over the four-year rebate period. In connection with the Settlement Agreement, the Company recorded a charge of $9.0 million in the second quarter of 2016, as the Company believes there is reasonable assurance that the minimum order quantities will be achieved (see note 9).

Employment Matter

On April 19, 2013, a class-action complaint, in the case titled De Jesus, et al. v. Frozsun, Inc. d/b/a Frozsun Foods , was filed against Sunrise Growers, Inc. (then named Frozsun, Inc.) in California Superior Court, Santa Barbara County seeking damages, equitable relief and reasonable attorneys’ fees for alleged wage and hour violations. This case includes claims for failure to pay all hours worked, failure to pay overtime wages, meal and rest period violations, waiting-time penalties, improper wage statements and unfair business practices. The putative class includes approximately 8,500 to 9,000 non-exempt hourly employees from Sunrise’s production facilities in Santa Maria and Oxnard, California. The parties are currently engaged in pre-class certification discovery. The Company is unable to estimate any potential liabilities relating to this proceeding, and any such liabilities could be material.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

Other Claims

In addition, various claims and potential claims arising in the normal course of business are pending against the Company. It is the opinion of management that these claims or potential claims are without merit and the amount of potential liability, if any, to the Company is not determinable. Management believes the final determination of these claims or potential claims will not materially affect the financial position or results of the Company.

14. Segmented Information

In connection with the Company’s divestiture of its equity interest in Opta Minerals on April 6, 2016, the Company recognized Opta Minerals as a discontinued operation for the quarter and three quarters ended October 1, 2016 and October 3, 2015 (see notes 1 and 3). Prior to being recognized as a discontinued operation, Opta Minerals was reported as a standalone operating segment within the Company. With the divestiture of Opta Minerals, the composition of the Company’s remaining reportable segments is as follows:

Global Ingredients aggregates our North American-based Raw Material Sourcing and Supply and European-based International Sourcing and Supply operating segments focused on the procurement and sale of specialty and organic grains and seeds, raw material ingredients, value-added grain- and cocoa-based ingredients, and organic commodities.
Consumer Products consists of three main commercial platforms: Healthy Beverages, Healthy Fruit and Healthy Snacks. Healthy Beverages includes aseptic packaged products including non-dairy and dairy beverages, broths and teas; refrigerated premium juices; and shelf-stable juices and functional waters. Healthy Fruit includes IQF fruits for retail; IQF and bulk frozen fruit for foodservice; and custom fruit preparations for industrial use. Healthy Snacks includes fruit snacks; nutritional and protein bars; and re-sealable pouch products.

In addition, Corporate Services provides a variety of management, financial, information technology, treasury and administration services to each of the SunOpta Foods operating segments from the Company’s headquarters in Mississauga, Ontario and administrative office in Edina, Minnesota.

When reviewing the operating results of the Company’s operating segments, management uses segment revenues from external customers and segment operating income to assess performance and allocate resources. Segment operating income excludes other income/expense items and goodwill impairment losses. In addition, interest expense and income amounts, and provisions for income taxes are not allocated to the operating segments.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

	Quarter ended
	October 1, 2016
	Global	Consumer
	Ingredients	Products	Consolidated
	$	$	$
Segment revenues from external customers	137,174	211,558	348,732
Segment operating income	7,404	8,104	15,508
Corporate Services			(2,287	)
Other expense, net			(10,312	)
Interest expense, net			(12,178	)
Loss from continuing operations before income taxes			(9,269	)

	Quarter ended
	October 3, 2015
	Global	Consumer
	Ingredients	Products	Consolidated
	$	$	$
Segment revenues from external customers	150,500	126,713	277,213
Segment operating income	4,642	1,863	6,505
Corporate Services			(2,406	)
Other expense, net			(3,652	)
Interest expense, net			(1,103	)
Loss from continuing operations before income taxes			(656	)

	Three quarters ended
	October 1, 2016
	Global	Consumer
	Ingredients	Products	Consolidated
	$	$	$
Segment revenues from external customers	441,694	607,498	1,049,192
Segment operating income	24,256	6,989	31,245
Corporate Services			(6,544	)
Other expense, net			(22,723	)
Interest expense, net			(34,748	)
Loss from continuing operations before income taxes			(32,770	)

	Three quarters ended
	October 3, 2015
	Global	Consumer
	Ingredients	Products	Consolidated
	$	$	$
Segment revenues from external customers	467,405	361,351	828,756
Segment operating income	23,934	5,115	29,049
Corporate Services			(6,007	)
Other expense, net			(4,393	)
Interest expense, net			(3,171	)
Earnings from continuing operations before income taxes			15,478

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

15. Subsequent Events

Series A Preferred Stock

On October 7, 2016 (the “Closing Date”), the Company and SunOpta Foods entered into a subscription agreement (the “Subscription Agreement”) with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, the “Investors”). Pursuant to the Subscription Agreement, SunOpta Foods issued an aggregate of 85,000 shares of Preferred Stock to the Investors for consideration in the amount of $85.0 million. The proceeds were used to repay $79.0 million principal amount of Initial Loans outstanding under the Second Lien Loan Agreement and pay expenses associated with the transaction. In connection with the Subscription Agreement, the Company agreed to, among other things (i) ensure SunOpta Foods has sufficient funds to pay its obligations under the terms of the Preferred Stock and (ii) grant each holder of Preferred Stock (the “Holder”) the right to exchange the Preferred Stock for shares of common stock of the Company (the “Common Shares”). The Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company.

The Preferred Stock has a stated value and initial liquidation preference of $1,000 per share. Cumulative preferred dividends accrue daily on the Preferred Stock at an annualized rate of 8.0% prior to October 5, 2025 and 12.5% thereafter, in each case of the liquidation preference (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance). Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the liquidation preference. After October 4, 2025, the failure to pay dividends in cash will be an event of non-compliance. The Preferred Stock ranks senior to the shares of common stock of SunOpta Foods with respect to dividend rights and rights on the distribution of assets on any liquidation, winding up or dissolution of the Company or SunOpta Foods.

At any time, the Holders may exchange their shares of Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Preferred Stock, the quotient of the liquidation preference divided by $7.50 (such price, the “Exchange Price” and such quotient, the “Exchange Rate”). As at October 7, 2016, the aggregate shares of Preferred Stock outstanding were exchangeable into 11,333,333 Common Shares. The Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Exchange Price, provided that the Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). SunOpta Foods may cause the Holders to exchange all of the Preferred Stock into a number of Common Shares based on the applicable Exchange Price if (i) fewer than 10% of the shares of Preferred Stock issued on the Closing Date remain outstanding or (ii) on or after the third anniversary of the Closing Date, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Exchange Price. Prior to the receipt of applicable approval by the holder of Common Shares, shares of Preferred Stock are not exchangeable into more than 19.99% of the number of Common Shares outstanding immediately after giving effect to such exchange.

At any time on or after the fifth anniversary of the Closing Date, SunOpta Foods may redeem all of the Preferred Stock for an amount, per share of Preferred Stock, equal to the value of the liquidation preference at such time. Upon certain events involving a change of control of the Company, SunOpta Foods must use reasonable efforts to provide the Holders with the option to exchange shares of the Preferred Stock for a security in the surviving or successor entity that has the same rights, preferences and privileges as the Preferred Stock as adjusted for the change of control. SunOpta Foods will also offer to redeem the Preferred Stock at an amount per share equal to the greater of (i) the liquidation preference plus an amount equal to the value of incremental dividends that would have accrued through to the fifth anniversary of the Closing Date and (ii) the amount payable per Common Share in such change of control multiplied by the Exchange Rate.

In connection with the Subscription Agreement, 11,333,333 Special Shares, Series 1 (the “Special Voting Shares”) of the Company were issued to the Investors, which entitle the Investors to one vote per Special Voting Share on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. As of the Closing Date, the Special Voting Shares represented an 11.7% voting interest in the Company. Additional Special Voting Shares will be issued, or existing Special Voting Shares will be redeemed, as necessary to ensure that the aggregate number of Special Voting Shares outstanding is equal to the number of shares of Preferred Stock outstanding from time to time multiplied by the Exchange Rate in effect at such time. The Special Voting Shares are not transferable and the voting rights associated with the Special Voting Shares will terminate upon the transfer of the Preferred Stock to a third party, other than a controlled affiliate of the Investors. The Investors will be entitled to designate up to two nominees for election to the board of directors of the Company (the “Board”) and have the right to designate one individual to attend meetings of the Board as a non-voting observer, subject to the Investors maintaining certain levels of beneficial ownership of Common Shares on an as-exchanged basis. For so long as the Investors beneficially own or control at least 50% of the Preferred Stock issued on the Closing Date, including any corresponding Common Shares into which such Preferred Stock are exchanged, the Investors will be entitled to (i) participation rights with respect to future equity offerings of the Company; and (ii) governance rights, including the right to approve certain actions proposed to be taken by the Company and its subsidiaries.

SUNOPTA INC.

October 1, 2016 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended October 1, 2016 and October 3, 2015

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

Senior Secured Second Lien Notes

On October 20, 2016, SunOpta Foods issued $231.0 million aggregate principal amount of Notes in exchange for the corresponding principal amount of Term Loans borrowed under the Second Lien Loan Agreement. The Term Loans were the result of the automatic conversion on October 9, 2016 of the outstanding Initial Loans borrowed under the Second Lien Loan Agreement (see note 7).

Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum, commencing on April 15, 2017. The Notes will mature on October 9, 2022.

At any time prior to October 9, 2018, SunOpta Foods may redeem some or all of the Notes at any time and from time to time at a “make-whole” redemption price set forth in the indenture governing the Notes. On or after October 9, 2018, SunOpta Foods may redeem the Notes, in whole or in part, at any time at the redemption prices equal to 107.125% through October 8, 2019, 104.750% from October 9, 2019 through October 8, 2020, 102.375% from October 9, 2020 through October 8, 2021 and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, prior to October 9, 2018, SunOpta Foods may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 109.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. At any time prior to October 9, 2018, SunOpta Foods may also redeem, during each twelve-month period beginning on October 20, 2016, up to 10% of the aggregate principal amount of the Notes at a price equal to 103% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens. The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods’ existing and future senior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first priority basis. The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions.

The Notes are subject to covenants that, among other things, limit the Company’s ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any Guarantor. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and payable.

SUNOPTA INC.

October 1, 2016 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Financial Information

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended October 1, 2016 contained under Item 1 of this Quarterly Report on Form 10-Q and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended January 2, 2016 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available to November 9, 2016.

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, or other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the “Risk Factors” section at Item 1A of the Form 10-K and Item 1A of this report.

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

Unless otherwise noted herein, all currency amounts in this MD&A are expressed in U.S. dollars. All tabular dollar amounts are expressed in thousands of U.S. dollars, except per share amounts.

Overview

In connection with the sale of our equity interest in Opta Minerals Inc. (“Opta Minerals”) on April 6, 2016 (as described below under “Recent Developments – Sale of Opta Minerals”), the results of operations of Opta Minerals for the current and prior fiscal periods have been reported in discontinued operations in our consolidated statements of operations and cash flows. Prior to being recognized as a discontinued operation, Opta Minerals was reported as a standalone operating segment within SunOpta.

Calendar Year

We operate on a fiscal calendar that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2016 is a 52-week period ending on December 31, 2016, with quarterly periods ending on April 2, July 2 and October 1, 2016. Fiscal year 2015 was a 52-week period ending on January 2, 2016, with quarterly periods ending on April 4, July 4 and October 3, 2015.

SUNOPTA INC.

October 1, 2016 10-Q

Recent Developments

Strategic Review

On June 27, 2016, we announced that we had engaged external financial and legal advisors to review our operating plan and to evaluate a range of strategic and financial actions that we could undertake to maximize shareholder value. The strategic review arose out of discussions with our largest shareholders, some of which had advocated that we examine value maximization strategies. We also announced that we had engaged a global executive search firm to assist in identifying candidates who can add additional operating, industry and capital markets experience and expertise to our Board of Directors (the “Board”). The strategic review was concluded on October 7, 2016 with our announcement of a strategic partnership with Oaktree Capital Management L.P., a private equity investor (together with its affiliates, “Oaktree”).

On October 7, 2016, Oaktree invested $85.0 million in cumulative, non-participating Series A Preferred Stock (the “Preferred Stock”) of SunOpta Foods Inc. (“SunOpta Foods”). The shares of Preferred Stock are exchangeable into common shares of SunOpta Inc. in accordance with certain terms and conditions. Net proceeds from the issuance of the Preferred Stock were used to repay $79.0 of borrowings made under our second lien loan agreement (the “Second Lien Loan Agreement”), as described below under “Liquidity and Capital Resources”.

For more information regarding the terms of the Preferred Stock investment by Oaktree, see note 15 to the unaudited consolidated financial statements included in this report.

Governance and Management Transitions

On October 7, 2016, we increased the size of the Board to nine directors and appointed two Oaktree-nominated independent directors, Dean Hollis and Al Bolles, Ph.D., to the Board. In addition, on October 7, 2016, Brendan Springstubb was appointed to the Board to replace Douglas Greene who resigned as a director. Mr. Springstubb is a Principal at Engaged Capital LLC, one of our largest shareholders.

On November 9, 2016, we announced that Rik Jacobs, President and Chief Executive Officer (“CEO”), and Alan Murray, Chair of the Board, will be stepping down from their respective positions. Mr. Jacobs’ last day with the Company will be November 11, 2016, and Mr. Murray’s departure from the board was effective concurrent with the announcement.

Director Dean Hollis has been appointed Chair of the Board, and director Katrina L. Houde will serve as interim CEO. The Board has initiated a search process for a permanent CEO.

Operational Review and Value Creation Strategy

We are conducting, with the assistance of Oaktree, a thorough review of our operations, management and governance, with the objective of maximizing our ability to deliver long-term value to our shareholders. Through this review, we have developed a value creation strategy built on four pillars: portfolio optimization, operational excellence, go-to-market effectiveness and process sustainability. Key actions include:

Portfolio Optimization

We continue to review our product offerings and are focused on simplifying our portfolio. We will invest in areas where we have a structural advantage and will assess the impact of exiting product lines where we are not effectively positioned.
As described below under “Rationalization of Juice Operations”, we have announced our intention to close our juice processing and packaging facility located in San Bernardino, California.

Operational Excellence

We are committed to ensure quality performance and improve operational excellence and have also identified significant savings opportunities in procurement and logistics.
We plan to engage third-party support in manufacturing, procurement and logistics to enhance quality and capture savings.

SUNOPTA INC.

October 1, 2016 10-Q

Go-to-Market Effectiveness

We are working to optimize the customer and product mix in existing channels and are also exploring opportunities across new channels to identify unmet market demand.
The foodservice channel offers a substantial opportunity for us and additional resources will be deployed to develop this area.
Our sales efforts will be reorganized by channel, rather than geography.

Process Sustainability

We are focused on simplifying and strengthening the organization, improving plant operating levers, augmenting asset flexibility and capacities, investing in systems that can provide detailed data on supply chain and manufacturing processes to support commercial strategies and optimize working capital.
We will develop and incentivize a culture rooted in accountability, results and continuous improvement.
We have created a Project Management Office to manage all critical activities and work streams.

Rationalization of Juice Operations

On November 8, 2016, the Board approved the closure of our San Bernardino, California juice facility, after determining that it would be more beneficial to transfer our juice production from the facility to contract manufacturers with whom we have ongoing relationships, rather than make further capital investments in support of the bottling or extraction areas of the facility. These capital investments would have been necessary to satisfy packaging format changes demanded by the facility’s largest customer and to address shortfalls in contracting sufficient supply of raw citrus fruit for the upcoming season to allow for effective and efficient use of the facility’s extraction capabilities. In the third quarter of 2016, we recorded an impairment loss of $10.3 million to write down the carrying value of the long-lived assets associated with the facility. For more information regarding the impairment of long-lived assets, see note 9 to the unaudited consolidated financial statements included in this report.

In the fourth quarter of 2016, we expect to incur additional facility closure costs of approximately $4.0 million to $5.0 million including lease termination and employee severance costs. In addition, it is reasonably possible that we may need to further adjust the estimated fair value of the long-lived assets based on the final disposition of the facility.

Recall of Certain Roasted Sunflower Kernel Products

During the second quarter of 2016, we announced a voluntary recall of certain roasted sunflower kernel products produced at our Crookston, Minnesota facility due to potential contamination with Listeria monocytogenes bacteria. During the third quarter and first three quarters of 2016, we recognized estimated losses of $12.0 million and $28.0 million, respectively, related to this recall. Our estimates are provisional and were determined based on an assessment of the information available up to the date of filing of this report, including a review of customer claims received as of that date and consideration of the extent of potential additional claims that have yet to be received. For the third quarter and first three quarters of 2016, we recorded estimated insurance recoveries of $12.0 million and $27.4 million for the losses recognized to-date related to the recall. However, we may not recover the amount of losses recognized to the extent those losses exceed the coverage available or are excluded under our insurance policies. The recall may also have an adverse impact on the value of the customer relationships intangible asset and goodwill associated with our sunflower operations, which had carrying values of $6.6 million and $17.5 million, respectively, as at October 1, 2016. For more information regarding the recall, see note 4 to the unaudited consolidated financial statements included in this report.

Settlement of Plum Dispute

On July 29, 2016, we entered into a Mutual Release and Settlement Agreement (the “Settlement Agreement”) with Plum, PBC (“Plum”), Campbell Soup Company (“Campbell”), and various other parties. The Settlement Agreement resolved the disputed issues among the parties in connection with the litigation filed by Plum against our wholly-owned subsidiary, SunOpta Global Organic Ingredients, Inc. (“SGOI”), which arose out of a voluntary recall by Plum of certain products manufactured at our Allentown, Pennsylvania facility in 2013 (see Part II, Item 1 “Legal Proceedings” and note 13 to the unaudited consolidated financial statements included in this report).

SUNOPTA INC.

October 1, 2016 10-Q

Pursuant to the terms of the Settlement Agreement, we paid Campbell $5.0 million in cash and will provide Campbell with rebates of up to $4.0 million over a four-year period in connection with Plum’s purchases of pouch products and Campbell’s purchases of aseptic broth products pursuant to manufacturing and supply agreements between the parties and their affiliates. In order for Campbell to obtain the full $4.0 million in rebates, Plum and Campbell must order certain minimum quantities of pouch products and aseptic broth products within each of the designated twelve-month periods over the four-year rebate period. In connection with the Settlement Agreement, we recorded a charge of $9.0 million in the second quarter of 2016, as we believe there is reasonable assurance that the minimum order quantities will be achieved.

Sale of Opta Minerals

On February 11, 2016, Opta Minerals entered into a definitive acquisition agreement, pursuant to which an affiliate of Speyside Equity Fund I LP (“Speyside”) agreed to acquire substantially all of the issued and outstanding shares of Opta Minerals. The acquisition of Opta Minerals by Speyside was completed on April 6, 2016, following a vote of the shareholders of Opta Minerals in favor of the transaction on March 31, 2016.

Upon closing of the transaction, we received aggregate gross proceeds of $4.8 million (C$6.2 million), of which $3.2 million (C$4.2 million) was received in cash, with the remainder received in the form of a $1.5 million (C$2.0 million) subordinated promissory note bearing interest at 2.0% per annum that will mature on October 6, 2018. We incurred direct costs related to the sale of Opta Minerals of $0.8 million. The sale of our equity interest in Opta Minerals was consistent with our objective of divesting our non-core assets in order to become a pure-play healthy and organic foods company. We do not expect to have any significant continuing involvement with Opta Minerals.

In the fourth quarter of 2015, we recognized a loss on classification of Opta Minerals as a discontinued operation held for sale of $10.5 million, or $7.7 million net of non-controlling interest, to write down the carrying value of Opta Minerals’ net assets to fair value less cost to sell based on estimated net proceeds on sale of approximately $4.5 million as at January 2, 2016. In the first quarter of 2016, we recognized a $0.6 million gain on classification as held for sale which reflected a $1.1 million decline in the carrying value of Opta Minerals’ net assets, partially offset by a $0.5 million reduction in the estimated net proceeds on sale. We have not recognized the results of operations or cash flows of Opta Minerals for the period from April 1, 2016 to the closing of the transaction on April 6, 2016, as these amounts were insignificant to our consolidated results of operations and cash flows. For more information regarding the sale of Opta Minerals, see note 3 to the unaudited consolidated financial statements included in this report.

Five-Year Global Revolving Asset-Based Credit Facility

On February 11, 2016, we entered into a five-year credit agreement for a senior secured asset-based revolving credit facility in the maximum aggregate principal amount of $350 million, subject to borrowing base capacity (the “Global Credit Facility”), as described below under “Liquidity and Capital Resources” and in note 7 to the unaudited consolidated financial statements included in this report.

Sunrise Holdings (Delaware), Inc.

On October 9, 2015, we completed the acquisition of 100% of the issued and outstanding common shares of Sunrise Holding (Delaware), Inc. (“Sunrise”), pursuant to a Purchase and Sale Agreement dated July 30, 2015 (the “Sunrise Acquisition”), for total consideration of $472.7 million in cash. Sunrise is a processor of conventional and organic individually quick frozen fruit in the U.S. The acquisition of Sunrise is aligned with our strategic focus on healthy and organic foods. Sunrise has been included in the Consumer Products operating segment since the date of acquisition. For more information regarding the Sunrise Acquisition, see note 2 to the unaudited consolidated financial statements included in this report.

In January 2016, we initiated the consolidation of our frozen fruit processing facilities following the Sunrise Acquisition. Consequently, we transferred all production volume from our Buena Park, California facility into Sunrise’s facilities located in Kansas and California. In the first three quarters of 2016, we recognized severance and rationalization costs of $2.4 million related to closure of the Buena Park facility and associated corporate office located in Cerritos, California. This operational consolidation is expected to provide a large part of our targeted cost synergies from the Sunrise Acquisition for 2016.

SUNOPTA INC.

October 1, 2016 10-Q

Niagara Natural Fruit Snack Company Inc.

On August 11, 2015, we acquired the net operating assets of Niagara Natural Fruit Snack Company Inc. (“Niagara Natural”), a manufacturer of all-natural fruit snacks. Niagara Natural’s operations are located in the Niagara Region of Ontario. The transaction included a cash purchase price of $6.5 million, subject to certain post-closing adjustments, plus contingent consideration of up to approximately $2.8 million based on specific performance targets. The fair value of the contingent consideration obligation was determined to be $2.3 million as at the acquisition date. Niagara Natural is a strong strategic fit within our core consumer products strategy and has been included in the Consumer Products operating segment since the date of acquisition. For more information regarding the acquisition of Niagara Natural, see note 2 to the unaudited consolidated financial statements included in this report.

On May 5, 2016, we entered an agreement with the owners of Niagara Natural to settle the contingent consideration obligation in exchange for a one-time cash payment of $0.6 million. In the second quarter of 2016, we recognized a gain of $1.7 million in connection with this settlement, based on the difference between the fair value of the contingent consideration obligation of $2.3 million as at April 2, 2016 and the cash payment.

Citrusource, LLC

On March 2, 2015, we acquired Citrusource, LLC (“Citrusource”), a producer of premium not-from-concentrate private label organic and conventional orange juice and citrus products in the U.S. We paid $13.3 million in cash at closing and we may pay additional consideration based on the incremental growth in Citrusource’s base business. The fair value of the total consideration transferred to acquire Citrusource was $31.7 million as at the acquisition date. The acquisition of Citrusource aligns with our strategy of growing our value-added consumer products portfolio. Citrusource has been included in the Consumer Products operating segment since the date of acquisition. For more information regarding the acquisition of Citrusource, see note 2 to the unaudited consolidated financial statements included in this report.

SUNOPTA INC.

October 1, 2016 10-Q

Consolidated Results of Operations for the quarters ended October 1, 2016 and October 3, 2015

	October 1,		October 3,
For the quarter ended	2016		2015		Change		Change
	$		$		$		%
Revenues
Global Ingredients	137,174		150,500		(13,326	)	-8.9%
Consumer Products	211,558		126,713		84,845		67.0%
Total revenues	348,732		277,213		71,519		25.8%

Gross profit
Global Ingredients	16,796		15,327		1,469		9.6%
Consumer Products	24,234		10,982		13,252		120.7%
Total gross profit	41,030		26,309		14,721		56.0%

Segment operating income (loss) ⁽¹⁾
Global Ingredients	7,404		4,642		2,762		59.5%
Consumer Products	8,104		1,863		6,241		335.0%
Corporate Services	(2,287	)	(2,406	)	119		4.9%
Total segment operating income	13,221		4,099		9,122		222.5%

Other expense, net	10,312		3,652		6,660		182.4%
Earnings from continuing operations before the following	2,909		447		2,462		550.8%
Interest expense, net	12,178		1,103		11,075		1004.1%
Recovery of income taxes	(5,411	)	(568	)	(4,843	)	-852.6%
Loss from continuing operations	(3,858	)	(88	)	(3,770	)	-4284.1%
Earnings (loss) attributable to non-controlling interests	(503	)	106		(609	)	-574.5%
Earnings from discontinued operations attributable to SunOpta Inc.	-		508		(508	)	-100.0%

Earnings (loss) attributable to SunOpta Inc. ⁽²⁾	(3,355	)	314		(3,669	)	-1168.5%

(1)	When assessing the financial performance of our operating segments, we use an internal measure of operating income that excludes other income/expense items determined in accordance with U.S. GAAP. This measure is the basis on which management, including the CEO, assesses the underlying performance of our operating segments.

	We believe that disclosing this non-GAAP measure assists investors in comparing financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our core operating performance. However, the non-GAAP measure of operating income should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. The following table presents a reconciliation of “segment operating income (loss)” to “earnings from continuing operations before the following”, which we consider to be the most directly comparable U.S. GAAP financial measure.

	Global		Consumer		Corporate
	Ingredients		Products		Services		Consolidated
For the quarter ended	$		$		$		$
October 1, 2016
Segment operating income (loss)	7,404		8,104		(2,287	)	13,221
Other expense, net	(14	)	(10,218	)	(80	)	(10,312	)
Earnings (loss) from continuing operations before the following	7,390		(2,114	)	(2,367	)	2,909

October 3, 2015
Segment operating income (loss)	4,642		1,863		(2,406	)	4,099
Other expense, net	(86	)	(399	)	(3,167	)	(3,652	)
Earnings (loss) from continuing operations before the following	4,556		1,464		(5,573	)	447

We believe that investors’ understanding of our financial performance is enhanced by disclosing the specific items that we exclude from segment operating income. However, any measure of operating income excluding any or all of these items is not, and should not be viewed as, a substitute for operating income prepared under U.S. GAAP. These items are presented solely to allow investors to more fully understand how we assess financial performance.

SUNOPTA INC.

October 1, 2016 10-Q

(2)

When assessing our financial performance, we use an internal measure that excludes the following items from earnings attributable to SunOpta Inc. determined in accordance with U.S. GAAP: (i) results of discontinued operations; (ii) specific items recognized in other income/expense; (iii) impairment losses on long-lived assets, investments, and goodwill; and (iv) other unusual items that are identified and evaluated on an individual basis, which due to their nature or size, we would not expect to occur as part of our normal business on a regular basis. We believe that the identification of these items enhances an analysis of our financial performance of our core business when comparing those operating results between periods, as we do not consider these items to be reflective of normal core business operations. The following table presents a reconciliation of “adjusted earnings” from “loss attributable to SunOpta Inc.”, which we consider to be the most directly comparable U.S. GAAP financial measure.

	Per Diluted Share
For the quarter ended	$		$
October 1, 2016
Loss from continuing operations attributable to SunOpta Inc.	(3,355	)	(0.04	)

Adjusted for:
Costs related to rationalization of juice operations ^(a)	10,300
Costs related to business acquisitions ^(b)	5,515
Product withdrawal and recall costs ^(c)	683
Costs related to strategic review ^(d)	483
Legal settlement and litigation-related legal fees ^(e)	564
Other ^(f )	12
Net income tax effect on adjusted earnings ^(g)	(6,629	)
Change in unrecognized tax benefits ^(h)	(1,268	)
Adjusted earnings	6,305		0.07

October 3, 2015
Earnings attributable to SunOpta Inc.	314		-
Earnings from discontinued operations attributable to SunOpta Inc.	(508	)	(0.01	)
Loss from continuing operations attributable to SunOpta Inc.	(194	)	-

Adjusted for:
Demurrage, detention and other related expenses ⁽ⁱ⁾	1,858
Plant expansion and start-up costs ^(j)	1,525
Litigation-related legal fees ^(d)	383
Other expense, net ^(k)	3,652
Net income tax effect on adjusted earnings ^(g)	(2,485	)
Adjusted earnings	4,739		0.07

	(a)	Reflects the impairment of long-lived assets associated with the closure of the San Bernardino, California juice facility (as described above under “Recent Developments – Rationalization of Juice Operations”).
	(b)	Reflects costs related to business combinations, including an acquisition accounting adjustment related to Sunrise’s inventory sold in the third quarter of 2016 of $1.9 million, which is recorded in cost of goods sold; the non-cash amortization of debt issuance costs incurred in connection with the financing related to the Sunrise Acquisition of $2.2 million, and $1.4 million of additional financing costs expensed in the third quarter of 2016, which are recorded in interest expense.
	(c)	Reflects a $0.7 million adjustment for the estimated lost margin caused by the recall of certain sunflower kernel products (as described above under “Recent Developments – Recall of Certain Sunflower Kernel Products”), which reflects a shortfall in revenues against anticipated volumes of approximately $2.9 million, less associated cost of goods sold of approximately $2.2 million.
	(d)	Reflects legal advisory costs of $0.5 million associated with the recently completed strategic review (as described above under “Recent Developments – Strategic Review”), which are recorded in selling, general and administrative (“SG&A”) expenses.
	(e)	Reflects litigation-related legal costs mainly associated with the settlement of the Plum dispute (as described above under “Recent Developments – Settlement of Plum Dispute”), which are recorded in SG&A expenses.
	(f)	Other includes fair value adjustments related to contingent consideration arrangements of $0.1 million, which are recorded in other expense.
	(g)	To tax effect the preceding adjustments to earnings and to reflect an overall estimated annual effective tax rate of approximately 30% on adjusted earnings before tax.
	(h)	Reflects the realization of previously unrecognized tax benefits.
	(i)	Reflects additional logistics costs stemming from capacity constraints on imports and exports within the Global Ingredients segment, which were recorded in cost of goods sold.
	(j)	Reflects costs related to the retrofit of the San Bernardino juice facility and expansion of our Allentown, Pennsylvania facility to add aseptic beverage processing and filling capabilities, which were recorded in cost of goods sold.
	(k)	Other expense, net includes severance costs of $2.7 million mainly for our former CEO, and $0.9 million of business development costs mainly related to the Sunrise Acquisition and divestiture of Opta Minerals.

We believe that investors’ understanding of our financial performance is enhanced by disclosing the specific items that we exclude from earnings/loss attributable to SunOpta Inc. to compute adjusted earnings. However, adjusted earnings is not, and should not be viewed as, a substitute for earnings prepared under U.S. GAAP. Adjusted earnings is presented solely to allow investors to more fully understand how we assess our financial performance.

SUNOPTA INC.

October 1, 2016 10-Q

Revenues for the quarter ended October 1, 2016 increased by 25.8% to $348.7 million from $277.2 million for the quarter ended October 3, 2015. Excluding the impact on revenues in the third quarter of 2016 of business acquisitions and associated product rationalizations (an increase in revenues of approximately $85.0 million), estimated impact of the recall of certain sunflower kernel products based on shortfall against anticipated volumes (a decrease in revenues of approximately $3.0 million), estimated impact on west coast pouch operations as a result of a fire at a third-party facility (a decrease in revenues of approximately $2.0 million) and changes in commodity-related pricing and foreign exchange rates (a decrease in revenues of approximately $6.0 million), revenues decreased 0.9% in the third quarter of 2016, compared with the third quarter of 2015. This decrease in revenues reflected lower volumes of specialty raw materials driven by a reduction in contracted acres, and the timing of sales of frozen fruit into the foodservice channel. In addition, the decrease in revenues reflected lower volumes of fruit snacks and specialty bars due to customer turnover and the ramp-up of new product offerings. These unfavorable factors were partially offset by higher demand for organic ingredients and growth in aseptic beverage volumes with the added output from our Allentown, Pennsylvania facility and new product launches.

Gross profit increased $14.7 million, or 56.0%, to $41.0 million for the quarter ended October 1, 2016, compared with $26.3 million for the quarter ended October 3, 2015. As a percentage of revenues, gross profit for the quarter ended October 1, 2016 was 11.8% compared to 9.5% for the quarter ended October 3, 2015, an increase of 2.3% . The gross profit percentage for the third quarter of 2016 would have been approximately 12.3%, excluding the impact of an acquisition accounting adjustment related to Sunrise’s inventory sold in the third quarter of 2016 ($1.9 million), and estimated lost margin as a result of the recall of certain sunflower kernel products ($0.7 million), compared with approximately 10.7% for the third quarter of 2015, excluding the impact of demurrage, detention and other related expenses ($1.9 million) and costs related to the retrofit of our San Bernardino, California juice facility and expansion of Allentown, Pennsylvania facility to add aseptic beverage production capabilities ($1.5 million). Excluding these items, the gross margin percentage increased 1.6% on an adjusted basis in the third quarter of 2016, compared with the third quarter of 2015, which was driven mainly by increased efficiency and lower costs at our aseptic beverage operations and improved pricing spreads on organic ingredients. These factors were partially offset by lower production of fruit snacks and specialty bars driven by lower sales volumes.

Total segment operating income for the quarter ended October 1, 2016 increased by $9.1 million, or 222.5%, to $13.2 million, compared with $4.1 million for the quarter ended October 3, 2015. As a percentage of revenues, segment operating income was 3.8% for the quarter ended October 1, 2016, compared with 1.5% for the quarter ended October 3, 2015. The increase in segment operating income reflected higher overall gross profit as described above, partially offset by a $2.9 million increase in SG&A expenses, mainly reflecting incremental expenses from acquired businesses, as well as higher costs related to the strategic review. As a percentage of revenues, SG&A expenses were 6.9% in the third quarter of 2016, compared with 7.6% in the third quarter of 2015, which reflected efficiencies gained following the Sunrise Acquisition. Partially offsetting the increase in segment operating income was an increase in intangible asset amortization of $2.0 million in the third quarter of 2016, compared with the third quarter of 2015, reflecting the incremental amortization of identified intangible assets of acquired businesses, as well as a $0.7 million increase in foreign exchange losses mainly related to our Mexican frozen fruit operations due to a weakening of the peso relative to the U.S. dollar.

Further details on revenue, gross margin and segment operating income variances are provided below under “Segmented Operations Information”.

Other expense for the quarter ended October 1, 2016 was $10.3 million, which reflected the impairment of long-lived assets associated with the San Bernardino juice facility. Other expense for the quarter ended October 3, 2015 of $3.7 million included severance costs of $2.7 million mainly for our former CEO, and $0.9 million of business development costs mainly related to the Sunrise Acquisition and the divestiture of Opta Minerals.

The increase in interest expense of $11.1 million to $12.2 million for the quarter ended October 1, 2016, compared with $1.1 million for the quarter ended October 3, 2015, primarily reflected increased costs associated with borrowings under the Second Lien Loan Agreement and our credit facilities in order to finance the Sunrise Acquisition, which included $2.2 million of non-cash amortization of debt issuance costs associated with the Second Lien Loan Agreement. In addition, in the third quarter of 2016, we recognized $1.4 million of costs in connection with proposed alternative financing arrangements intended to repay in full the term loans outstanding under the Second Lien Loan Agreement.

We recognized a recovery of income tax of $5.4 million for the quarter ended October 1, 2016 (including the realization of $1.3 million of previously unrecognized tax benefits), compared with a recovery of income tax of $0.6 million for the quarter ended October 3, 2015, which reflected the impact of changes in the jurisdictional mix of earnings, mainly as the result of pre-tax losses in the U.S. in the third quarter of 2016, compared with pre-tax earnings in the U.S. in the corresponding period of 2015, which reflected the effect in the third quarter of 2016 of higher cash interest costs related to the financing of the Sunrise Acquisition, as well as costs related to business acquisitions, including the acquisition accounting adjustment to Sunrise inventory sold in the period and the amortization of debt issuance costs related to the Second Lien Loan Agreement, as well as the impact of other discrete items including costs associated with the Plum legal settlement, consolidation of our frozen fruit processing facilities and product withdrawal and recall costs. For fiscal 2016, we expect our effective tax rate to be in the range of 29% to 32%, excluding discrete items.

SUNOPTA INC.

October 1, 2016 10-Q

Loss from continuing operations attributable to SunOpta Inc. for the quarter ended October 1, 2016 was $3.4 million, compared with a loss of $0.2 million for the quarter ended October 3, 2015, a decrease of $3.2 million. Diluted loss per share from continuing operations was $0.04 for the quarter ended October 1, 2016, compared with diluted loss per share from continuing operations of $0.00 for the quarter ended October 3, 2015.

On a consolidated basis, we realized a loss of $3.4 million (diluted loss per share of $0.04) for the quarter ended October 1, 2016, compared with earnings of $0.3 million (diluted earnings per share of $0.00) for the quarter ended October 3, 2015.

For the quarter ended October 1, 2016, adjusted earnings were $6.3 million, or $0.07 per diluted share, compared with adjusted earnings of $4.7 million, or $0.07 per diluted share for the quarter ended October 3, 2015. Adjusted earnings is a non-GAAP financial measure. See footnote (2) to the table above for a reconciliation of “adjusted earnings” from “earnings attributable to SunOpta Inc.”, which we consider to be the most directly comparable U.S. GAAP financial measure.

Segmented Operations Information

Global Ingredients
For the quarter ended		October 1, 2016		October 3, 2015		Change		% Change

Revenues	$	137,174	$	150,500	$	(13,326	)	-8.9%
Gross Margin		16,796		15,327		1,469		9.6%
Gross Margin %		12.2%		10.2%				2.0%

Operating Income	$	7,404	$	4,642	$	2,762		59.5%
Operating Income %		5.4%		3.1%				2.3%

Global Ingredients contributed $137.2 million in revenues for the quarter ended October 1, 2016, compared to $150.5 million for the quarter ended October 3, 2015, a decrease of $13.3 million, or 8.9% . Excluding the estimated impact on revenues of the recall of certain sunflower kernel products and the impact of changes including foreign exchange rates and commodity-related pricing, Global Ingredients revenues decreased approximately 3.1% . The table below explains the decrease in revenue:

Global Ingredients Revenue Changes
Revenues for the quarter ended October 3, 2015	$150,500
Lower volumes of specialty corn and soy driven by a reduction of contracted acres, as well as decreased volumes of organic feed, roasted and other ingredient products	(13,864)
Lower sunflower volumes attributed to downtime due to the impact of the recall of roasted kernels in the second quarter of 2016, and lower throughput after restarting our roasting operations, combined with lower export volumes of in-shell sunflower due primarily to a strong U.S. dollar	(6,213)
Decreased pricing for organic seeds and nuts, coffee, oils, sugar and quinoa	(4,014)
Decreased pricing of specialty corn, soy, sunflower and organic feed	(1,925)
Higher sales volumes of internationally sourced organic ingredients including cocoa, fruit and vegetables, coffee, and seeds and nuts	12,690
Revenues for the quarter ended October 1, 2016	$137,174

Gross margin in Global Ingredients increased by $1.5 million to $16.8 million for the quarter ended October 1, 2016 compared to $15.3 million for the quarter ended October 3, 2015, and the gross margin percentage increased by 2.0% to 12.2% . The increase in gross margin as a percentage of revenue was primarily due to the impact of favorable sales mix of higher margin organic raw materials, as well as the impact in the prior year of demurrage, detention and other costs associated with transloading capacity constraints in the quarter. These were partially offset by the reduced throughput from the roasted sunflower kernel and unfavorable impact of a weaker euro relative to U.S. dollar. The table below explains the increase in gross margin:

SUNOPTA INC.

October 1, 2016 10-Q

Global Ingredients Gross Margin Changes
Gross margin for the quarter ended October 3, 2015	$15,327
Favorable impact on gross margins due to improved pricing spreads on internationally sourced organic ingredients, partially offset by reduced yield and other operational inefficiencies at European sunflower operations	1,845
Improved pricing on organic feed and improved recoveries over the prior year related to transloading costs in the third quarter of 2015, partially offset by lower pricing spread on specialty corn and soy	834
Favorable margin impact of mark-to-market gains related to commodity futures contracts	251
Margin loss from downtime associated with the sunflower roasted kernel recall, and as reduced throughput following the restart of our roasting operations at our Crookston facility as well as lower export volumes of in-shell sunflower due primarily to a strong U.S. dollar	(1,461)
Gross margin for the quarter ended October 1, 2016	$16,796

Operating income in Global Ingredients increased by $2.8 million, or 59.5%, to $7.4 million for the quarter ended October 1, 2016, compared to $4.6 million for the quarter ended October 3, 2015. The table below explains the increase in operating income:

Global Ingredients Operating Income Changes
Operating income for the quarter ended October 3, 2015	$4,642
Increase in gross margin, as explained above	1,469
Decrease in SG&A expenses, primarily due to professional fees, other SG&A costs and lower compensation costs, partially offset by decreased foreign exchange gains on forward derivative contracts	853
Decrease in corporate cost allocations	440
Operating income for the quarter ended October 1, 2016	$7,404

Looking forward, we believe Global Ingredients is well positioned in growing non-GMO and organic food categories. We intend to focus our efforts on (i) growing our organic sourcing and supply capabilities, making certified organic ingredients a larger proportion of our overall sales; (ii) leveraging our international sourcing and supply capabilities internally, and forward and backward integrating where opportunities exist; and (iii) expanding our international sales base via strategic relationships for procurement of product to drive incremental sales volume. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. Increased supply pressure in the commodity-based markets in which we operate, increased competition, volume decreases or loss of customers, unexpected delays in our expansion plans, or our inability to secure quality inputs or achieve our product mix or cost reduction goals, along with the other factors described above under “Forward-Looking Statements”, could adversely impact our ability to meet these forward-looking expectations.

SUNOPTA INC.

October 1, 2016 10-Q

Consumer Products
For the quarter ended		October 1, 2016		October 3, 2015		Change	% Change

Revenues	$	211,558	$	126,713	$	84,845	67.0%
Gross Margin		24,234		10,982		13,252	120.7%
Gross Margin %		11.5%		8.7%			2.8%

Operating Income	$	8,104	$	1,863	$	6,241	335.0%
Operating Income %		3.8%		1.5%			2.3%

Consumer Products contributed $211.6 million in revenues for the quarter ended October 1, 2016, compared to $126.7 million for the quarter ended October 3, 2015, an $84.8 million, or a 67.0% increase. Excluding the impact of business acquisitions and associated product rationalizations, as well as the estimated impact on west coast pouch operations as a result of a fire at a third-party facility, Consumer Products revenues increased 0.6% . The table below explains the increase in revenues:

Consumer Products Revenue Changes
Revenues for the quarter ended October 3, 2015	$126,713
Acquired revenues as a result of the acquisition of Sunrise, partially offset by the impact of customer transition following the closure of the Buena Park processing facility in the first quarter of 2016, as well as lower volumes in the foodservice customer market in the third quarter	78,249
Higher sales of aseptic beverages including retail almond beverages and non-dairy into the foodservice channel, along with stronger sales of shelf-stable juice as a result of new product innovation	10,880
Lower volumes of fruit snacks and specialty bars, partially offset by increased volumes of resealable pouch offerings from our east coast pouch facility as a result of new business contracted	(2,576)
Impact on revenues from closure of west coast pouch operations as a result of a fire at a third-party facility in the third quarter	(1,708)
Revenues for the quarter ended October 1, 2016	$211,558

Gross margin in Consumer Products increased by $13.3 million to $24.2 million for the quarter ended October 1, 2016 compared to $11.0 million for the quarter ended October 3, 2015, and the gross margin percentage increased by 2.8% to 11.5% . For the quarter ended October 1, 2016 gross margin as a percentage of revenue was impacted by a $1.9 million acquisition accounting adjustment related to Sunrise inventory sold. Excluding these costs, the gross margin percentage in the consumer products segment would have been 12.7% for the quarter ended October 1, 2016. The increase in gross margin percentage reflected the higher margin profile of 2015 acquisitions, and increased facility utilization and operating efficiencies within the beverage operations, partially offset by lower production volumes of fruit snacks and specialty bars due to lower sales demand. The table below explains the increase in gross margin:

SUNOPTA INC.

October 1, 2016 10-Q

Consumer Products Gross Margin Changes
Gross margin for the quarter ended October 3, 2015	$10,982
Margin impact of the Sunrise Acquisition and improved pricing for frozen fruit offerings and for fruit bases and toppings	12,249
Increased contribution from sales of aseptic and non-aseptic private label beverages, driven by increased production volumes and higher facility utilization	4,297
Margin impact from acquisition accounting adjustment related to Sunrise inventory sold in the quarter	(1,890)
Lower volumes of fruit snacks and specialty bars, partially offset by increased volumes of resealable pouch offerings from our east coast pouch facility as a result of new business contracted	(1,404)
Gross margin for the quarter ended October 1, 2016	$24,234

Operating income in Consumer Products increased by $6.2 million, or 335.0%, to $8.1 million for the quarter ended October 1, 2016, compared to $1.9 million for the quarter ended October 3, 2015. The table below explains the increase in operating income:

Consumer Products Operating Income Changes
Operating income for the quarter ended October 3, 2015	$1,863
Increase in gross margin, as explained above	13,252
Increased SG&A costs due primarily to the acquisitions of Sunrise and Niagara Natural, and increased foreign exchange losses on international operations, partially offset by lower compensation costs	(5,366)
Increase in corporate cost allocations	(1,645)
Operating income for the quarter ended October 1, 2016	$8,104

During 2015, we completed three strategic acquisitions in each of our primary consumer product commercial platforms; healthy beverage, healthy fruit, and healthy snacks. In addition, we completed a significant capacity expansion at our West Coast aseptic beverage facility, and in the fourth quarter opened a new East Coast aseptic beverage facility. All of these acquisitions and investments are designed to expand our ability to address fast growing markets, provide a strategic east-west footprint, strengthen our revenue growth, and drive improvements in our margin profile and operating income. Looking forward we intend to leverage these new assets, as well as our innovation capabilities to bring new value-added packaged products and processes to market and to increase our capacity utilization across the Consumer Products segment. In addition, we believe the Sunrise Acquisition will allow us to further leverage our global sourcing expertise, as it provides us with a leading market positon in conventional and organic private label IQF fruit. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. Unfavorable shifts in consumer preferences, increased competition, availability of raw material supply, volume decreases or loss of customers, unexpected delays in our expansion and integration plans, inefficiencies in our manufacturing processes, lack of consumer product acceptance, or our inability to successfully implement the particular goals and strategies indicated above, along with the other factors described above under “Forward-Looking Statements”, could have an adverse impact on these forward-looking expectations.

SUNOPTA INC.

October 1, 2016 10-Q

Corporate Services
For the quarter ended		October 1, 2016			October 3, 2015			Change	% Change

Operating Loss	$	(2,287	)	$	(2,406	)	$	119	4.9%

Operating loss at Corporate Services decreased by $0.1 million to $2.3 million for the quarter ended October 1, 2016, from a loss of $2.4 million for the quarter ended October 3, 2015. The table below explains the decrease in operating loss:

Corporate Services Operating Loss Changes
Operating loss for the quarter ended October 3, 2015	$(2,406)
Increase in corporate cost allocations that are charged to SunOpta reporting segments, due in part to a further centralization of services	1,205
Higher compensation-related costs due to increased headcount, stock-based compensation and health benefits	(1,043)
Increased information technology consulting, professional fees and costs associated with litigation now resolved, partially offset by lower foreign exchange losses	(43)
Operating loss for the quarter ended October 1, 2016	$(2,287)

Management fees mainly consist of salaries of corporate personnel who perform back office functions for operating segments, as well as costs related to the enterprise resource management system. These expenses are allocated to the operating segments based on (1) specific identification of allocable costs that represent a service provided to each segment and (2) a proportionate distribution of costs based on a weighting of factors such as revenue contribution and number of people employed within each segment. The 2016 management fee allocations reflect the additional revenues and head count added as a result of the acquisitions of Sunrise, Citrusource, and Niagara Natural. These acquisitions added approximately $350.0 million in annualized revenues all to the Consumer Products segment.

SUNOPTA INC.

October 1, 2016 10-Q

Consolidated Results of Operations for the three quarters ended October 1, 2016 and October 3, 2015

	October 1,		October 3,
For the three quarters ended	2016		2015		Change		Change
	$		$		$		%
Revenues
Global Ingredients	441,694		467,405		(25,711	)	-5.5%
Consumer Products	607,498		361,351		246,147		68.1%
Total revenues	1,049,192		828,756		220,436		26.6%

Gross profit
Global Ingredients	54,716		53,225		1,491		2.8%
Consumer Products	54,193		31,907		22,286		69.8%
Total gross profit	108,909		85,132		23,777		27.9%

Segment operating income (loss) ⁽¹⁾
Global Ingredients	24,256		23,934		322		1.3%
Consumer Products	6,989		5,115		1,874		36.6%
Corporate Services	(6,544	)	(6,007	)	(537	)	-8.9%
Total segment operating income	24,701		23,042		1,659		7.2%

Other expense, net	22,723		4,393		18,330		417.3%
Earnings from continuing operations before the following	1,978		18,649		(16,671	)	-89.4%
Interest expense, net	34,748		3,171		31,577		995.8%
Provision for (recovery of) income taxes	(15,632	)	4,838		(20,470	)	-423.1%
Earnings (loss) from continuing operations	(17,138	)	10,640		(27,778	)	-261.1%
Earnings attributable to non-controlling interests	4		84		(80	)	-95.2%
Loss from discontinued operations, net of taxes	(570	)	(2,959	)	2,389		80.7%

Earnings (loss) attributable to SunOpta Inc. ⁽²⁾	(17,712	)	7,597		(25,309	)	-333.1%

(1)	When assessing the financial performance of our operating segments, we use an internal measure of operating income that excludes other income/expense items determined in accordance with U.S. GAAP. This measure is the basis on which management, including the CEO, assesses the underlying performance of our operating segments.

	We believe that disclosing this non-GAAP measure assists investors in comparing financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our core operating performance. However, the non-GAAP measure of operating income should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. The following table presents a reconciliation of “segment operating income (loss)” to “earnings from continuing operations before the following”, which we consider to be the most directly comparable U.S. GAAP financial measure.

	Global		Consumer		Corporate		Consol-
	Ingredients		Products		Services		idated
For the three quarters ended	$		$		$		$
October 1, 2016
Segment operating income (loss)	24,256		6,989		(6,544	)	24,701
Other expense, net	(779	)	(21,472	)	(472	)	(22,723	)
Earnings (loss) from continuing operations before the following	23,477		(14,483	)	(7,016	)	1,978

October 3, 2015
Segment operating income (loss)	23,934		5,115		(6,007	)	23,042
Other expense, net	(379	)	(534	)	(3,480	)	(4,393	)
Earnings (loss) from continuing operations before the following	23,555		4,581		(9,487	)	18,649

SUNOPTA INC.

October 1, 2016 10-Q

(2)

	Per Diluted Share
For the three quarters ended	$		$
October 1, 2016
Loss attributable to SunOpta Inc.	(17,712	)	(0.21	)
Loss from discontinued operations, attributable to SunOpta Inc.	570		0.01
Loss from continuing operations attributable to SunOpta Inc.	(17,142	)	(0.20	)

Adjusted for:
Costs related to business acquisitions ^(a)	25,931
Legal settlement and litigation-related legal fees ^(b)	10,850
Costs related to rationalization of juice operations ^(c)	10,300
Product withdrawal and recall costs ^(d)	2,680
Plant start-up costs ^(e)	1,565
Costs related to strategic review ^(f)	483
Write-off of debt issuance costs ^(g)	215
Other ^(h)	1,199
Gain on settlement of contingent consideration ⁽ⁱ⁾	(1,715	)
Net income tax effect on adjusted earnings ^(j)	(19,985	)
Change in unrecognized tax benefits ^(k)	(1,268	)
Adjusted earnings	13,113		0.15

October 3, 2015
Earnings attributable to SunOpta Inc.	7,597		0.11
Loss from discontinued operations, attributable to SunOpta Inc.	2,959		0.04
Earnings from continuing operations attributable to SunOpta Inc.	10,556		0.15

Adjusted for:
Plant expansion and start-up costs ^(l)	2,220
Demurrage, detention and other related expenses ^(m)	1,858
Litigation-related legal fees ^(b)	1,177
Other expense, net ⁽ⁿ⁾	4,393
Net income tax effect on adjusted earnings ^(j)	(3,658	)
Adjusted earnings	16,546		0.24

	(a)	Reflects costs related to business combinations, including an acquisition accounting adjustment related to Sunrise’s inventory sold in the first three quarters of 2016 of $13.4 million, which is recorded in cost of goods sold; the non-cash amortization of debt issuance costs incurred in connection with the financing related to the Sunrise Acquisition of $7.8 million, as well as $2.4 million of additional financing costs expensed, which are recorded in interest expense; and $2.4 million of integration costs related to the closure and consolidation of our frozen fruit processing facilities following the Sunrise Acquisition, which are recorded in cost of goods sold and other expense.
	(b)	Reflects the charge recorded in connection with the settlement of the Plum dispute (as described above under “Recent Developments – Settlement of Plum Dispute”), which is recorded in other expense. Also includes $1.6 million (2015 - $1.2 million) of litigation-related legal costs mainly associated with the Plum dispute, which are recorded in SG&A expenses.
	(c)	Reflects the impairment of long-lived assets associated with the closure of the San Bernardino, California juice facility (as described above under “Recent Developments – Rationalization of Juice Operations”).
	(d)	Reflects costs of $1.1 million associated with a voluntary withdrawal of private label orange juice in the first quarter of 2016, as well as $0.6 million associated with the recall of certain sunflower kernel products, net of expected insurance recoveries (as described above under “Recent Developments – Recall of Certain Sunflower Kernel Products”), which are recorded in other expense. Also includes a $1.0 million adjustment for the estimated lost margin caused by the sunflower recall, which reflects a shortfall in revenues against anticipated volumes of approximately $6.4 million, less associated cost of goods sold of approximately $5.4 million.
	(e)	Plant start-up costs relate to the ramp-up of production at our Allentown, Pennsylvania facility following the completion of the addition of aseptic beverage processing and filling capabilities in the fourth quarter of 2015, which are recorded in cost of goods sold. These start-up costs reflect the negative gross margin reported by the facility as the facility ramped up to break-even production levels.
	(f)	Reflects legal advisory costs of $0.5 million associated with the recently completed strategic review (as described above under “Recent Developments – Strategic Review”), which are recorded in SG&A expenses.
	(g)	Reflects the write-off to interest expense of $0.2 million of remaining unamortized debt issuance costs related to our North American credit facilities, which were replaced by the Global Credit Facility.
	(h)	Other includes severance costs of $0.6 million and fair value adjustments related to contingent consideration arrangements of $0.6 million, which are recorded in other expense.

SUNOPTA INC.

October 1, 2016 10-Q

	(i)	Reflects the gain on settlement of the contingent consideration obligation related to Niagara Natural (as described above under “Recent Development – Niagara Natural), which is recorded in other income.
	(j)	To tax effect the preceding adjustments to earnings and to reflect an overall estimated annual effective tax rate of approximately 30% on adjusted earnings before tax.
	(k)	Reflects the realization of previously unrecognized tax benefits.
	(l)	Reflects costs related to the retrofit of the San Bernardino juice facility and expansion of the Allentown facility to add aseptic beverage processing and filling capabilities, which were recorded in cost of goods sold.
	(m)	Reflects additional logistics costs stemming from capacity constraints on imports and exports within the Global Ingredients segment, which were recorded in cost of goods sold.
	(n)	Other expense, net included severance costs of $2.7 million mainly for our former CEO, and $1.4 million of business development costs mainly related to the acquisitions of Sunrise and Citrusource, as well as the divestiture of Opta Minerals.

Revenues for the three quarters ended October 1, 2016 increased by 26.6% to $1,049.2 million from $828.8 million for the three quarters ended October 3, 2015. Excluding the impact on revenues in the first three quarters of 2016 of business acquisitions and associated product rationalizations (an increase in revenues of approximately $231.0 million), estimated impact of the recall of certain sunflower kernel products based on shortfall against anticipated volumes (a decrease in revenues of approximately $6.0 million), estimated impact on west coast pouch operations as a result of a fire at a third-party facility (a decrease in revenues of approximately $2.0 million), and changes in commodity-related pricing and foreign exchange rates (a decrease in revenues of approximately $21.0 million), revenues increased 1.7% in the first three quarters of 2016, compared with the first three quarters of 2015. This increase in revenues was driven primarily by increased demand for organic ingredients and growth in aseptic beverage volumes with the added output from our Allentown, Pennsylvania facility and new product launches. These factors were largely offset by lower volumes of specialty raw materials driven by a reduction in contracted acres, as well as the negative impact on sales of frozen fruit of crop shortages stemming from a late strawberry harvest and lower volumes sold into the foodservice channel.

Gross profit increased $23.8 million, or 27.9%, to $108.9 million for the three quarters ended October 1, 2016, compared with $85.1 million for the three quarters ended October 3, 2015. As a percentage of revenues, gross profit for the three quarters ended October 1, 2016 was 10.4% compared to 10.3% for the three quarters ended October 3, 2015, an increase of 0.1% . The gross profit percentage for the first three quarters of 2016 would have been approximately 11.8%, excluding the impact of an acquisition accounting adjustment related to Sunrise’s inventory sold in the first three quarters of 2016 ($13.4 million), start-up costs related to the ramp-up of production at our Allentown, Pennsylvania aseptic beverage processing facility ($1.6 million), and lost margin caused by the recall of certain sunflower kernel products ($1.0 million), compared with approximately 10.7% for the first three quarters of 2015, excluding the impact of demurrage, detention and other related expenses ($1.9 million) and costs related to the retrofit of our San Bernardino, California juice facility and expansion of Allentown, Pennsylvania facility to add aseptic beverage production capabilities ($1.5 million). Excluding these items, the gross margin percentage increased 1.1% on an adjusted basis in the first three quarters of 2016, compared with the first three quarters of 2015, driven mainly by increased efficiency and lower costs at our aseptic beverage operations and improved pricing spreads on organic ingredients, partially offset by increased raw material costs for frozen strawberries that could not be passed on immediately to customers, as well as production inefficiencies within our frozen fruit operations in the first half of 2016 caused by a late harvest and resultant shortage of strawberries.

Total segment operating income for the three quarters ended October 1, 2016 increased by $1.7 million, or 7.2%, to $24.7 million, compared with $23.0 million for the three quarters ended October 3, 2015. As a percentage of revenues, segment operating income was 2.4% for the three quarters ended October 1, 2016, compared with 2.8% for the three quarters ended October 3, 2015. The increase in segment operating income reflected higher overall gross profit as described above, partially offset by an $11.6 million increase in SG&A expenses, mainly reflecting incremental expenses from acquired businesses, as well as higher litigation-related legal costs mainly related to the Plum dispute, partially offset by lower employee compensation-related expenses. As a percentage of revenues, SG&A expenses were 6.9% in the first three quarters of 2016, compared with 7.4% in the first three quarters of 2015, which reflected efficiencies gained following the Sunrise Acquisition. Partially offsetting the increase in operating income was an increase in intangible asset amortization of $6.4 million in the first three quarters of 2016, compared with the first three quarters of 2015, reflecting the incremental amortization of identified intangible assets of acquired businesses. In addition, the increase in segment operating income was offset by a foreign exchange loss of $3.1 million in the first three quarters of 2016, compared with a foreign exchange gain of $1.0 million in the first three quarters of 2015, mainly reflecting the impact of a weakening of the U.S. dollar relative to the euro on forward foreign exchange contracts within our international sourcing and supply operations, compared with a strengthening of the U.S. dollar relative to the euro in the corresponding period of 2015, as well as the negative impact of a strengthening of the U.S. dollar relative to the peso on our Mexican frozen fruit operations.

SUNOPTA INC.

October 1, 2016 10-Q

Further details on revenue, gross margin and segment operating income variances are provided below under “Segmented Operations Information”.

Other expense for the three quarters ended October 1, 2016 of $22.7 million included charges related to the impairment of long-lived assets associated with the San Bernardino juice facility ($10.3 million), settlement of the Plum dispute ($9.0 million), consolidation of our frozen fruit processing facilities following the Sunrise Acquisition ($2.9 million), and voluntary withdrawal of private label orange juice product and voluntary recall of certain sunflower kernel products ($1.7 million). These charges were partially offset by the $1.7 million gain on settlement of the contingent consideration obligation related to the acquisition of Niagara Natural. Other expense for the three quarters ended October 3, 2015 of $4.4 million included severance costs of $2.7 million mainly for our former CEO and $1.4 million of business development costs mainly related to the acquisitions of Sunrise and Citrusource, as well as the divestiture of Opta Minerals.

The increase in interest expense of $31.6 million to $34.7 million for the three quarters ended October 1, 2016, compared with $3.2 million for the three quarters ended October 3, 2015, primarily reflected increased costs associated with borrowings under the Second Lien Loan Agreement and our credit facilities in order to finance the Sunrise Acquisition, which included $7.6 million of non-cash amortization of debt issuance costs associated with the Second Lien Loan Agreement. In addition, in the first three quarters of 2016, we recognized $2.4 million of costs in connection with proposed alternative financing arrangements intended to repay in full the term loans outstanding under the Second Lien Loan Agreement, and we wrote-off $0.2 million of remaining unamortized debt issuance costs related to our former North American credit facilities, which were replaced by the Global Credit Facility.

We recognized a recovery of income tax of $15.6 million (including the realization of $1.3 million of previously unrecognized tax benefits) for the three quarters ended October 1, 2016, compared with a provision for income tax of $4.8 million for the three quarters ended October 3, 2015. Excluding the impact of the change in unrecognized tax benefits, the effective tax rate for the first three quarters of 2016 was 43.8% of the loss before income taxes, compared with 31.3% of earnings before income taxes for the first three quarters of 2015. The effective tax rates reflected the impact of changes in the jurisdictional mix of earnings, mainly as the result of pre-tax losses in the U.S. in the first three quarters of 2016, compared with pre-tax earnings in the U.S. in the corresponding period of 2015, which reflected the effect in the first three quarters of 2016 of higher cash interest costs related to the financing of the Sunrise Acquisition, as well as costs related to business acquisitions, including the acquisition accounting adjustment to Sunrise inventory sold in the period and the amortization of debt issuance costs related to the Second Lien Loan Agreement, as well as the impact of other discrete items including costs associated with the Plum legal settlement, consolidation of our frozen fruit processing facilities and product withdrawal and recall costs. For fiscal 2016, we expect our effective tax rate to be in the range of 29% to 32%, excluding discrete items.

Loss from continuing operations attributable to SunOpta Inc. for the three quarters ended October 1, 2016 was $17.1 million, compared with earnings of $10.6 million for the three quarters ended October 3, 2015. Diluted loss per share from continuing operations was $0.20 for the three quarters ended October 1, 2016, compared with diluted earnings per share from continuing operations of $0.15 for the three quarters ended October 3, 2015.

Loss from discontinued operations of $0.6 million for the three quarters ended October 1, 2016 reflected the loss from operations of Opta Minerals of $2.0 million, which included an asset impairment charge of $1.2 million, partially offset by a $0.6 million gain on classification as held for sale, net of recovery of income taxes and non-controlling interest of $0.9 million. Loss from discontinued operations of $3.0 million for the three quarters ended October 3, 2015 mainly reflected an after-tax loss from operations of Opta Minerals of $4.3 million, net of non-controlling interest of $1.6 million.

On a consolidated basis, we realized a loss of $17.7 million (diluted loss per share of $0.21) for the three quarters ended October 1, 2016, compared with earnings of $7.6 million (diluted earnings per share of $0.11) for the three quarters ended October 3, 2015.

For the three quarters ended October 1, 2016, adjusted earnings were $13.1 million, or $0.15 per diluted share, compared with adjusted earnings of $16.5 million, or $0.24 per diluted share for the three quarters ended October 3, 2015. Adjusted earnings is a non-GAAP financial measure. See footnote (2) to the table above for a reconciliation of “adjusted earnings” from “earnings attributable to SunOpta Inc.”, which we consider to be the most directly comparable U.S. GAAP financial measure.

SUNOPTA INC.

October 1, 2016 10-Q

Segmented Operations Information

Global Ingredients
For the three quarters ended		October 1, 2016		October 3, 2015		Change		% Change

Revenues	$	441,694	$	467,405	$	(25,711	)	-5.5%
Gross Margin		54,716		53,225		1,491		2.8%
Gross Margin %		12.4%		11.4%				1.0%

Operating Income	$	24,256	$	23,934	$	322		1.3%
Operating Income %		5.5%		5.1%				0.4%

Global Ingredients contributed $441.7 million in revenues for the three quarters ended October 1, 2016, compared to $467.4 million for the three quarters ended October 3, 2015, a decrease of $25.7 million, or 5.5% . Excluding the estimated impact of the recall of certain sunflower kernel products and the impact of changes including foreign exchange rates and commodity-related pricing, Global Ingredients revenues increased approximately 0.4% . The table below explains the decrease in revenue:

Global Ingredients Revenue Changes
Revenues for the three quarters ended October 3, 2015	$467,405
Lower volumes of specialty corn and soy driven by a reduction of contracted acres, as well as decreased volumes of organic feed, roasted and other ingredient products	(32,742)
Lower sunflower volumes attributed to downtime due to the impact of the recall of roasted kernels in the second quarter of 2016, and lower throughput after restarting our roasting operations, combined with lower export volumes of in-shell sunflower due primarily to a strong U.S. dollar	(14,397)
Decreased pricing of specialty corn, soy, sunflower and organic feed	(11,051)
Decreased pricing for organic fruit and vegetables, seeds and nuts, quinoa, coffee, and oils	(9,818)
Higher sales volumes of internationally sourced organic ingredients including cocoa, coffee, fruit and vegetables, and seed and nuts	42,074
Favorable foreign exchange impact on euro-denominated sales due to the stronger U.S. dollar	223
Revenues for the three quarters ended October 1, 2016	$441,694

Gross margin in Global Ingredients remained unchanged at $54.7 million for the three quarters ended October 1, 2016, and the gross margin percentage increased by 1.0% to 12.4% . The increase in gross margin as a percentage of revenue was primarily due to a favorable sales mix driven by higher margin international organic raw materials and improved mix in domestic raw materials as a result of a decline in acres contracted of low margin seed and grain varieties, mark-to-market gains on commodity futures contracts, and improved transloading operating efficiencies from the prior year, partially offset by the impact of the sunflower recall on operations and lower pricing spreads on non-GMO soy, corn and organic feed. The table below explains the increase in gross margin:

SUNOPTA INC.

October 1, 2016 10-Q

Global Ingredients Gross Margin Changes
Gross margin for the three quarters ended October 3, 2015	$53,225
Margins impact due to improved pricing spreads on internationally sourced organic ingredients, partially offset by reduced yield and other operational inefficiencies at European sunflower operations	1,713
Favorable margin impact of mark-to-market gains related to commodity futures contracts	1,589
Margin loss from downtime associated with the sunflower roasted kernel recall, as well as reduced throughput following the restart of our roasting operations at our Crookston facility	(1,067)
Lower pricing spread on specialty corn and soy, and organic feed partially offset improved recoveries over the prior year related to transloading efficiency costs in the third quarter of 2015	(744)
Gross margin for the three quarters ended October 1, 2016	$54,716

Operating income in Global Ingredients increased by $0.3 million, or 1.3%, to $24.3 million for the three quarters ended October 1, 2016, compared to $23.9 million for the three quarters ended October 3, 2015. The table below explains the increase in operating income:

Global Ingredients Operating Income Changes
Operating income for the three quarters ended October 3, 2015	$23,934
Increase in gross margin, as explained above	1,491
Decrease in corporate cost allocations	1,330
Decrease in SG&A expenses, primarily due to professional fees, other SG&A costs and lower compensation costs	858
Decreased foreign exchange gains on forward derivative contracts	(3,357)
Operating income for the three quarters ended October 1, 2016	$24,256

Consumer Products
For the three quarters ended		October 1, 2016		October 3, 2015		Change	% Change

Revenues	$	607,498	$	361,351	$	246,147	68.1%
Gross Margin		54,193		31,907		22,286	69.8%
Gross Margin %		8.9%		8.8%			0.1%

Operating Income	$	6,989	$	5,115	$	1,874	36.6%
Operating Income %		1.2%		1.4%			-0.2%

Consumer Products contributed $607.5 million in revenues for the three quarters ended October 1, 2016, compared to $361.4 million for the three quarters ended October 3, 2015, a $246.1 million, or 68.1% increase. Excluding the impact of business acquisitions and associated product rationalizations, as well as the estimated impact on west coast pouch operations as a result of a fire at a third-party facility, Consumer Products revenues increased 2.7% . The table below explains the increase in revenues:

SUNOPTA INC.

October 1, 2016 10-Q

Consumer Products Revenue Changes
Revenues for the three quarters ended October 3, 2015	$361,351
Acquired revenues as a result of the acquisition of Sunrise, partially offset by the impact of customer transition following the closure of the Buena Park processing facility in the first quarter of 2016, and lower volumes to foodservice customer market	216,330
Higher sales of aseptic beverages including retail almond beverages and non-dairy into the foodservice channel, along with stronger sales of shelf-stable juice as a result of new product innovation	28,868
Acquired revenues as a result of the acquisition of Niagara Natural as well as increased volumes of resealable pouch offerings as a result of new business contracted, partially offset by lower volumes of specialty bars	2,657
Impact on revenues from closure of west coast pouch operations as a result of a fire at a third party facility in the third quarter	(1,708)
Revenues for the three quarters ended October 1, 2016	$607,498

Gross margin in Consumer Products increased by $22.3 million to $54.2 million for the three quarters ended October 1, 2016 compared to $31.9 million for the three quarters ended October 3, 2015, and the gross margin percentage increased by 0.1% to 8.9% . For the quarter ended July 2, 2016 gross margin as a percentage of revenue was impacted by a $13.4 million acquisition accounting adjustment related to Sunrise inventory sold, as well as costs associated with expansion activities at our Allentown aseptic facility of $1.6 million. Excluding these costs, the gross margin percentage in the consumer products segment would have been 11.5% for the three quarters ended October 1, 2016. The increase in gross margin percentage reflected the higher margin profile of 2015 acquisitions, and increased facility utilization and operating costs within the beverage operations, partially offset by higher costs within healthy fruit operations due to a delayed 2016 fruit harvest that led to increased labor costs and higher raw material prices that were not yet built into customer pricing. The table below explains the increase in gross margin:

Consumer Products Gross Margin Changes
Gross margin for the three quarters ended October 3, 2015	$31,907
Margin impact of the Sunrise Acquisition and improved pricing for frozen fruit offerings, partially offset by lower margins for fruit bases and toppings	30,476
Increased contribution from sales of aseptic and non-aseptic private label beverages, driven by increased production volumes and higher facility utilization	6,017
Margin impact from acquisition accounting adjustment related to Sunrise inventory sold in the quarter	(13,404)
Lower volumes of fruit snacks and specialty bars, partially offset by increased volumes of resealable pouch offerings from our east coast pouch facility as a result of new business contracted	(803)
Gross margin for the three quarters ended October 1, 2016	$54,193

Operating income in Consumer Products increased by $1.9 million, or 36.6%, to an operating income of $7.0 million for the three quarters ended October 1, 2016, compared to operating income of $5.1 million for the three quarters ended October 3, 2015. The table below explains the increase in operating income:

SUNOPTA INC.

October 1, 2016 10-Q

Consumer Products Operating Income Changes
Operating income for the three quarters ended October 3, 2015	$5,115
Increase in gross margin, as explained above	22,286
Increased SG&A costs due primarily to the acquisitions of Sunrise, Citrusource and Niagara Natural, and increased foreign exchange losses on international operations, partially offset by lower compensation costs	(15,476)
Increase in corporate cost allocations	(4,936)
Operating loss for the three quarters ended October 1, 2016	$6,989

Corporate Services
For the three quarters ended		October 1, 2016			October 3, 2015			Change		% Change

Operating Loss	$	(6,544	)	$	(6,007	)	$	(537	)	-8.9%

Operating loss at Corporate Services increased by $0.5 million to $6.5 million for the three quarters ended October 1, 2016, from a loss of $6.0 million for the three quarters ended October 3, 2015. The table below explains the increase in operating loss:

Corporate Services Operating Loss Changes
Operating loss for the three quarters ended October 3, 2015	$(6,007)
Increased information technology consulting, professional fees and costs associated litigation now resolved	(2,546)
Higher compensation-related costs due to increased headcount, stock-based compensation and health benefits	(2,289)
Increase in corporate cost allocations that are charged to SunOpta reporting segments, due in part to a further centralization of services	3,606
Decrease in foreign exchange losses	692
Operating loss for the three quarters ended October 1, 2016	$(6,544)

SUNOPTA INC.

October 1, 2016 10-Q

Liquidity and Capital Resources

We have the following sources from which we can fund our operating cash requirements:

Existing cash and cash equivalents;
Available operating lines of credit;
Cash flows generated from operating activities;
Cash flows generated from the exercise, if any, of stock options during the year;
Potential additional long-term financing, including the offer and sale of debt and/or equity securities; and
Potential sales of non-core divisions, or assets.

On February 11, 2016, we entered into a five-year, $350.0 million Global Credit Facility, which replaced our previous North American credit facilities, which were comprised of a $165.0 million facility and a C$10.0 million facility, that were set to expire January 27, 2017, and our €92.5 million multipurpose European credit facilities that were due on demand with no set maturity date. The Global Credit Facility will be used to support the working capital and general corporate needs of our global operations, in addition to funding future strategic initiatives. In addition, subject to customary borrowing conditions and the agreement of any such lenders to provide such increased commitments, we may request to increase the total lending commitments under this facility to a maximum aggregate principal amount not to exceed $450.0 million. The applicable margin in the Global Credit Facility ranges from 1.25% to 1.75% for loans bearing interest based on LIBOR and from 0.25% to 0.75% for loans bearing interest based on the prime rate and, in each case, is set quarterly based on average borrowing availability for the preceding fiscal quarter. As at October 1, 2016, we had outstanding borrowings of $223.5 million and approximately $105.0 million of available borrowing capacity under the Global Credit Facility. For more information on the Global Credit Facility, see note 7 to the unaudited consolidated financial statements included in this report.

On October 9, 2015, SunOpta Foods and certain of our other subsidiaries entered into the Second Lien Loan Agreement with a group of lenders, pursuant to which we borrowed an aggregate principal amount of $330.0 million of term loans (the “Initial Loans”). The net proceeds of the Second Lien Loan Agreement were used to partially fund the Sunrise Acquisition, as described above under “Recent Developments – Sunrise Holdings (Delaware), Inc.” As at October 1, 2016, we had repaid $20.0 million of the outstanding principal of the Initial Loans. On October 7, 2016, we used the net proceeds from the issuance of the Preferred Stock to repay an additional $79.0 million principal amount of the Initial Loans, as described above under “Recent Developments – Strategic Review”. The remaining $231.0 million aggregate principal amount of Initial Loans matured on October 9, 2016 and automatically converted into a like principal amount of term loans (such converted loans, the “Term Loans”), with a maturity date of October 9, 2022. The Term Loans bore interest at 9.5% per annum. On October 20, 2016, all of the outstanding Term Loans were exchanged for a corresponding amount of 9.5% Senior Secured Second Lien Notes due October 9, 2022 (the “Notes”) issued by SunOpta Foods. For more information on the Notes, see note 15 to the unaudited consolidated financial statements included in this report. The Second Lien Loan Agreement was terminated in connection with the issuance of the Notes.

We have an effective registration statement on file with the U.S. Securities and Exchange Commission, pursuant to which we may offer up to $200.0 million of debt, equity and other securities. We also have a prospectus on file with Canadian securities regulators covering the offer and sale of up to $200.0 million of debt, equity and other securities. As described above under “Recent Developments – Sunrise Holdings (Delaware), Inc.”, we issued 16.7 million of our common shares for gross proceeds of $100.0 million under the U.S. registration statement and the Canadian prospectus. The remaining amount of $100.0 million available under U.S. registration statement and the Canadian prospectus could be used by us for a public offering of debt, equity or other securities to raise additional capital. Our ability to conduct any such future offerings will be subject to market conditions.

In order to finance significant acquisitions, if any, that may arise in the future, we may need additional sources of cash that we could attempt to obtain through a combination of additional bank or subordinated financing, a private or public offering of debt or equity securities, or the issuance of common stock as consideration in an acquisition. There can be no assurance that these types of financing would be available at all or, if so, on terms that are acceptable to us.

SUNOPTA INC.

October 1, 2016 10-Q

In the event that we require additional liquidity due to market conditions, unexpected actions by our lenders, changes to our growth strategy, or other factors, our ability to obtain any additional financing on favourable terms, if at all, could be limited.

Cash Flows

Cash flows for the quarter ended October 1, 2016

Net cash and cash equivalents decreased $2.7 million in the third quarter of 2016 to $1.6 million as at October 1, 2016, compared with $4.3 million as at July 2, 2016, which primarily reflected cash provided by continuing operating activities of $17.0 million, which was more than offset by the repayment of $13.1 million of borrowings under our line of credit facilities and capital expenditures of $5.5 million.

Cash provided by operating activities of continuing operations was $17.0 million in the third quarter of 2016, compared with $18.3 million in the third quarter of 2015, a decrease in cash provided of $1.3 million. The decrease in cash used in operating activities in the third quarter of 2016, compared with the third quarter of 2015, reflected the receipt of income tax refunds related to 2015, mostly offset by an increase in accounts receivable, mainly reflecting higher sales of frozen fruit in the third quarter of 2016, compared with the second quarter of 2016.

Cash used in investing activities of continuing operations was $5.5 million in the third quarter of 2016, compared with $12.8 million in the third quarter of 2015, a decrease in cash used of $7.3 million, which mainly reflected the upfront payment of $6.5 million to acquire Niagara Natural in the third quarter of 2015, and a third-quarter-over-third-quarter decrease in capital expenditures of $1.4 million, reflecting higher spending in the third quarter of 2015 related to the expansion of our Allentown, Pennsylvania aseptic facility.

Cash used in financing activities of continuing operations was $14.6 million in the third quarter of 2016, compared with cash provided of $89.9 million in the third quarter of 2015, an increase in cash used of $104.5 million, which mainly reflected the net proceeds from the issuance of common shares of $95.3 million in the third quarter of 2015. In addition, repayments under our line of credit facilities were higher by $9.9 million in the third quarter of 2016, compared with the third quarter of 2015, mainly reflecting the upfront payment to acquire Niagara Natural in the third quarter of 2015.

Cash flows for the three quarters ended October 1, 2016

Net cash and cash equivalents decreased $0.6 million in the first three quarters of 2016 to $1.6 million as at October 1, 2016, compared with $2.3 million as at January 2, 2016, which primarily reflected net borrowings under our line of credit facilities of $65.8 million, that were more than offset by the following uses of cash:

cash used by continuing operating activities of $35.3 million;
capital expenditures of $14.8 million;
repayment of $10.0 million of Initial Loans under the Second Lien Loan Agreement;
payment of $5.5 million debt issuance costs related to the Global Credit Facility; and
payment of $4.6 million of contingent consideration related to business acquisitions.

Cash used in operating activities of continuing operations was $35.3 million in the first three quarters of 2016, compared with cash provided of $0.3 million in the first three quarters of 2015, an increase in cash used of $35.6 million. The increase in cash used in operating activities in the first three quarters of 2016, compared with the first three quarters of 2015, reflected the increased working capital requirements related to acquired businesses, including the seasonal fruit purchases to support the Sunrise business that occurred largely in the second quarter of 2016, partially offset by the receipt of income tax refunds related to 2015.

Cash used in investing activities of continuing operations was $18.7 million in the first three quarters of 2016, compared with $41.1 million in the first three quarters of 2015, a decrease in cash used of $22.4 million, which mainly reflected the total upfront payments of $19.8 million to acquire Citrusource and Niagara Natural in the first three quarters of 2015, as well as a decrease in capital expenditures of $7.0 million, reflecting higher spending in the first three quarters of 2015 related to a retrofit of our San Bernardino, California juice facility and the expansion of our Allentown, Pennsylvania aseptic facility. These factors were partially offset by contingent consideration payments of $4.6 million in the first three quarters of 2016 related to the acquisitions of Citrusource and Niagara Natural. Cash provided by investing activities of discontinued operations reflected cash proceeds from the sale of Opta Minerals of $3.2 million, net of cash sold.

SUNOPTA INC.

October 1, 2016 10-Q

Cash provided by financing activities of continuing operations was $49.9 million in the first three quarters of 2016, compared with $130.6 million in the first three quarters of 2015, a decrease in cash provided of $80.7 million, which mainly reflected the net proceeds from the issuance of common shares of $95.3 million in the third quarter of 2015. Net borrowings under our line of credit facilities increased $34.5 million in the first three quarters of 2016, compared with the first three quarters of 2015, including the repayment in full of outstanding borrowings of $192.7 million under our North American and European credit facilities with new borrowings under the Global Credit Facility. The increase in borrowings under our credit facilities mainly reflected increased working capital requirements and repayment of $10.0 million of borrowings under the Second Lien Loan Agreement, as well as lower proceeds from the exercise of stock options and warrants, partially offset by reduced business acquisition spending.

Off-Balance Sheet Arrangements

There are currently no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition.

Contractual Obligations

Except as described below, there have been no material changes outside the normal course of business in our contractual obligations since January 2, 2016:

On February 11, 2016, we entered into the Global Credit Facility which replaced our previous North American and European credit facilities. As at October 1, 2016, borrowings under the Global Credit Facility totaled $223.5 million. Outstanding amounts under the Global Credit Facility are repayable in full on February 10, 2021.
On October 20, 2016, we issued $231.0 million of Notes, bearing interest at 9.5% per annum, in exchange for an equivalent principal amount of borrowings under the Second Lien Loan Agreement (as described above under “Liquidity and Capital Resources”). Annualized interest on the Notes will amount to $21.9 million through the maturity of the Notes on October 9, 2022.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. There have been no material changes to the critical accounting estimates disclosed under the heading “Critical Accounting Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, of the Form 10-K. There have been no material changes to our exposures to market risks since January 2, 2016.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has established disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission’s rules and forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management to allow timely decisions regarding required disclosure.

SUNOPTA INC.

October 1, 2016 10-Q

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the period covered by this quarterly report. Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of October 1, 2016.

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our CEO and CFO, has evaluated whether any change in our internal control over financial reporting (as such term is defined under Rule 13a-15(f) promulgated under the Exchange Act) occurred during the quarter ended October 1, 2016. Based on that evaluation, management concluded that there were no changes in our internal control over financial reporting during the quarter ended October 1, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SUNOPTA INC.

October 1, 2016 10-Q

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Plum Dispute

Plum, PBC ("Plum"), a Delaware public benefit corporation and a subsidiary of Campbell Soup Company ("Campbell"), and SunOpta Global Organic Ingredients, Inc., a wholly-owned subsidiary of the Company (“SGOI”), are parties to a manufacturing and packaging agreement dated September 21, 2011 (the “Plum Manufacturing Agreement”). Pursuant to the Plum Manufacturing Agreement, SGOI agreed to manufacture and package certain food items for Plum at SGOI’s Allentown, Pennsylvania facility in accordance with Plum’s specifications regarding, among other things, product ingredients and packaging, manufacturing processes, and quality control standards. On November 8, 2013, Plum initiated a voluntary recall of certain products manufactured by SGOI at its Allentown facility. On February 3, 2015, Plum filed a complaint against SGOI in the Lehigh County Court of Common Pleas in Allentown, Pennsylvania. On April 13, 2015, Plum filed an amended complaint adding packaging manufacturer and supplier Cheer Pack North America (“Cheer Pack”) as a Defendant. SGOI asserted counterclaims against Plum, crossclaims against Cheer Pack and third-party claims against Gualapack S.p.A (“Gualapack”), Hosokawa Yoko, Co. (“Hosokawa”), Secure HY Packaging Co., Ltd. (“SHY”) and CDF Corporation (“CDF”). Cheer Pack asserted cross-claims against SGOI. Plum alleged it initiated the recall in response to consumer complaints of bloated packaging and premature spoilage of certain products, which could lead to gastrointestinal symptoms and discomfort if consumed. Plum alleged that the spoilage of its products resulted from a post-processing issue at SGOI’s Allentown facility. Plum sought unspecified damages equal to the direct costs of the recall and handling of undistributed product, incidental and consequential damages, lost profits and attorneys’ fees.

Employment Matter

From time to time, we are involved in other litigation incident to the ordinary conduct of our business. For a discussion of legal proceedings, see note 13 to the unaudited consolidated financial statements included under Part I, Item 1 of this report.

Item 1A. Risk Factors

Certain risks associated with our operations are discussed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended January 2, 2016. Except as described below, there have been no material changes to the previously-reported risk factors as of the date of this quarterly report. Our previously reported risk factors, together with the information below, should be carefully reviewed in connection with an evaluation of our Company. However, we have updated the risk factor below for items disclosed in this report.

SUNOPTA INC.

October 1, 2016 10-Q

Risks Related to Our Business

Product liability suits, recalls and threatened market withdrawals, could have a material adverse effect on our business

Many of our products are susceptible to harmful bacteria, and the sale of food products for human consumption involves the risk of injury or illness to consumers. Such injuries may result from inadvertent mislabeling, tampering by unauthorized third parties, faulty packaging materials, product contamination, or spoilage. Under certain circumstances, we or our customers may be required to recall or withdraw products, which may lead to a material and adverse effect on our business, financial condition or result of operations. Our customers may also voluntarily recall or withdraw a product we manufactured or packaged, even without consulting us, which could increase our potential liability, costs or and result in lost sales. A product recall or withdrawal could result in significant losses due to the costs of the recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. In addition, we could be forced to temporarily close one or more production facilities. Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us. If a product recall or withdrawal were to lead to a decline in sales of a similar or related product sold by a customer or other third party, that party could also initiate litigation against us. While we are subject to governmental inspection and regulations and believe our facilities and those of our co-packers comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image.

For example, on July 29, 2016, one of our wholly-owned subsidiaries agreed to pay $5.0 million in cash and up to $4.0 million in rebates to one of our customers to settle litigation filed by the customer in connection with a voluntary recall of certain products manufactured at our subsidiary’s Allentown, Pennsylvania facility.

On May 3, 2016, we announced a voluntary recall of certain sunflower kernel products produced at our Crookston, Minnesota facility that have the potential to be contaminated with Listeria monocytogenes bacteria, and a number of our customers initiated recalls of their products that contain the affected sunflower kernels as an ingredient or component. While we have recognized estimated losses of $28.0 million related to this recall, we may need to revise our estimates to be materially larger as we continue to work with our customers to substantiate the claims received to date and any additional claims that may be received. We may also incur costs that are significantly greater than our previous estimates. These revisions of our estimated losses and costs may occur at any time as we continue this process.

Additionally, these losses do not reflect costs associated with the interruption of production at the Crookston facility for the period from April 21, 2016 to the time regular production resumed on or about May 15, 2016, subject to a positive release protocol, or the costs to put into place corrective and preventive actions at our roasting facilities. Our remediation efforts are ongoing, and we expect to continue to incur related costs, which may be material. Further, we are currently unable to estimate the impact that this recall may have on our future sales of sunflower products or on our ongoing relationships with our customers. The recall may cause us to lose future revenues from, or relationships with, one or more material customers, and the impact of the recall could affect our customers’ willingness to continue to purchase other unrelated products from us or could hinder our ability to grow our business with those customers. We may not be able to determine the full extent of the losses related to the recall for some time and certain factors impacting these losses, such as our customers’ processes for developing their claims, the timing of submission of any such claims and the terms of our customers’ insurance policies and related coverage, are beyond our control.

Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. Although we maintain product liability insurance, we may incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a further product recall could have a material and adverse effect on our business, financial condition or results of operations.

SUNOPTA INC.

October 1, 2016 10-Q

Risks Related to Our Ongoing Operational Review and Our Business Acquisition s

We are conducting a thorough review of the Company’s operations, management and governance. Both the process of conducting this review and its outcome and implementation could pose a number of risks that could have an adverse impact on our business, financial condition or results of operations

We are conducting a thorough review of our operations, management and governance in partnership with representatives of Oaktree Capital Management L.P. (together with its affiliates, “Oaktree”). Among other things, our Board of Directors (the “Board”) has committed to a further review of governance and leadership with a particular focus on continuing to add independent directors with significant operating and supply chain expertise in the food industry and continuing to ensure that we have the management resources to implement our strategy and the action items that emerge from our operational review. We are also considering a number of operational actions to improve our profitability and streamline our operations for long-term success. These actions may include rationalization or consolidation of certain of our operations or facilities, reinvestment in certain of our operations or facilities, investments in personnel, processes and tools, as well as other cost saving initiatives. These actions could consume capital resources and could also give rise to impairment and other restructuring charges that would be both cash and non-cash in nature, and these charges could be material.

In connection with our operational review, we may decide to take actions that could have a material impact on our operations, strategy, governance, management and future prospects. Certain actions that we take may lead to write-downs of assets and/or charges in future periods. In addition, we cannot predict whether the actions we take will be successful in achieving our goals of improving our profitability and financial performance and delivering long-term value to our shareholders. Our ongoing review could expose us to a number of other risks, including the following:

distraction of management;
difficulties in hiring, retaining and motivating key personnel as a result of uncertainty generated by the review and the implementation of any resulting recommendations;
difficulties in maintaining relationships or arrangements with customers, suppliers and other third parties;
increases in general and administrative expenses associated with the need to retain and compensate business and recruiting consultants and other advisors; and
increased volatility in the price of our stock due to uncertainties associated with the ongoing review.

The above risks could have an adverse impact on our business, financial results, liquidity and financial condition.

Our significant investors may have interests that conflict with those of our debtholders and other stakeholders

Under the agreements executed in connection with the strategic partnership with Oaktree, Oaktree initially may acquire common stock of SunOpta Inc. representing up to 19.99% of SunOpta Inc.’s outstanding common stock. This percentage may be increased to 27% under certain circumstances, subject to shareholder approval.

Oaktree has nominated two members of the Board and is entitled to designate two nominees for election to the Board so long as it beneficially owns or controls at least 11.1% of SunOpta Inc.’s common stock on an as-exchanged basis. If Oaktree beneficially owns or controls less than 11.1% but more than 5% of SunOpta Inc.’s common stock on an as-exchanged basis, it will be entitled to designate one nominee. In addition, Engaged Capital LLC (“Engaged Capital”), SunOpta Inc.’s second largest shareholder, has nominated one member of our Board.

Oaktree is participating in our ongoing review of our operations, management and governance. Oaktree’s objectives and perspectives during this review may not always be aligned with those of other stakeholders, including our debtholders and smaller shareholders.

The interests of Oaktree and Engaged Capital, as well as their affiliates, may differ from the interests of our other stakeholders in material respects. For example, our large investors and their affiliates may have an interest in directly or indirectly pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their other equity investments, even though such transactions might involve risks to us, including risks to our liquidity and financial condition. Our large investors and their affiliates are in the business of making or advising on investments in companies, including businesses that may directly or indirectly compete with certain portions of our business. They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

SUNOPTA INC.

October 1, 2016 10-Q

A concentration of ownership within our large investors could potentially be disadvantageous to, or conflict with, interests of our debtholders or smaller shareholders. In addition, if any significant shareholder were to sell or otherwise transfer all or a large percentage of its holdings, we could find it difficult to raise capital, if needed, through the sale of additional equity securities.

Item 6. Exhibits

The list of exhibits in the Exhibit Index is incorporated herein by reference.

SUNOPTA INC.

October 1, 2016 10-Q

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUNOPTA INC.

Date: November 9, 2016	/s/ Robert McKeracher
	Robert McKeracher
	Vice President and Chief Financial Officer
	(Authorized Signatory and Principal Financial Officer)

SUNOPTA INC.

October 1, 2016 10-Q

EXHIBIT INDEX

Exhibit No.	Description

4.1	Amended and Restated Shareholder Rights Plan Agreement, dated November 10, 2015, amended and restated as of April 18, 2016, between SunOpta Inc. and American Stock Transfer & Trust Company LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 20, 2016).

4.2	Amended and Restated Certificate of Incorporation of SunOpta Foods Inc., setting forth the terms of its Series A Preferred Stock, which is exchangeable for Common Shares of SunOpta Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

4.3	Articles of Amendment of SunOpta Inc., setting forth the terms of its Special Shares, Series 1 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

4.4	Indenture, dated as of October 20, 2016, among SunOpta Foods, the guarantors named therein and U.S. Bank National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

4.5	Form of 9.5% Senior Secured Second Lien Notes due 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

4.6	Second Lien U.S. Security Agreement, dated as of October 20, 2016, among the grantors referred therein and the Notes Collateral Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

4.7	Second Lien Canadian Security Agreement, dated as of October 20, 2016, among the grantors referred therein and the Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

4.8	Amended and Restated Intercreditor Agreement, dated as of October 20, 2016, among Bank of America, N.A. as first lien collateral agent, the Notes Collateral Agent and the grantors referred therein (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

10.1†	Amended 2013 Stock Incentive Plan (incorporated by reference to Exhibit C to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2016).

10.2†	Form of Incentive Stock Option Award Agreement under Amended 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2016).

10.3†	Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under Amended 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2016).

10.4†	Form of 2016 Performance Share Unit Award Agreement under 2013 Amended Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2016).

10.5†*	Employment Agreement, dated March 17, 2013, by and between SunOpta Inc. and Michelle Coleman.

10.6†*	Employment Agreement, dated August 18, 2016, by and between SunOpta Inc. and Jill E. Barnett.

SUNOPTA INC.

October 1, 2016 10-Q

10.7†*	Employment Agreement, dated August 18, 2016, by and between SunOpta Inc. and James P. Gratzek.

10.8†*	Employment Agreement Amendment, dated August 18, 2016, by and between SunOpta Inc. and Edward Haft.

10.9†*	Employment Agreement Amendment, dated August 19, 2016, by and between The Organic Corporation B.V. and G.J.M. Versteegh.

10.10†*	Separation Agreement, dated August 22, 2016, by and between SunOpta Inc. and Daniel Turney.

10.11*	First Amendment, dated as of October 7, 2016, to the Credit Agreement, dated as of February 11, 2016, among SunOpta Inc., SunOpta Foods Inc., The Organic Corporation B.V., each of the other borrowers and guarantors party thereto from time to time, the lenders party thereto from time to time, Bank of America, N.A., as U.S. Administrative Agent, Bank of America, N.A. (acting through its Canada Branch), as Canadian Administrative Agent, Bank of America, N.A. (acting through its London Branch), as Dutch Administrative Agent under the Dutch, and Bank of America, N.A, as Collateral Agent.

10.12*	First Amendment, dated as of October 7, 2016, to the Second Lien Loan Agreement, dated as of October 9, 2015, among SunOpta Inc., SunOpta Foods Inc., certain subsidiaries of SunOpta Inc., the several banks and other financial institutions or entities from time to time party thereto, and Bank of Montreal, as Administrative Agent and Collateral Agent.

10.13	Subscription Agreement, dated October 7, 2016, between SunOpta Inc., SunOpta Foods Inc. and Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

10.14	Investor Rights Agreement, dated October 7, 2016, between SunOpta Inc., SunOpta Foods Inc. and Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

10.15	Exchange and Support Agreement, dated October 7, 2016, between SunOpta Inc., SunOpta Foods Inc., Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. and any person that becomes a Holder of Preferred Stock, from time to time (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

10.16	Voting Trust Agreement, dated October 7, 2016, between SunOpta Inc., SunOpta Foods Inc., the trustee named therein, Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. and any other Holder of Preferred Stock, from time to time (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 12, 2016).

31.1	Certification by Hendrik Jacobs, President and Chief Executive Officer, pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934, as amended.

31.2	Certification by Robert McKeracher, Vice President and Chief Financial Officer, pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934, as amended.

32	Certifications by Hendrik Jacobs, President and Chief Executive Officer, and Robert McKeracher, Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

SUNOPTA INC.

October 1, 2016 10-Q

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

†	Indicates management contract or compensatory plan or arrangement.
*	Filed herewith.

SUNOPTA INC.

October 1, 2016 10-Q

Exhibit 10.5

March 17, 2013

Michelle Coleman
[Address omitted]

Dear Michelle:

As per our discussions, I am most pleased to offer you the position of Chief Human Resources Officer with SunOpta Inc.

Personally, I am extremely confident that you will be a great fit with SunOpta and vice versa. Even more important, I am sure the role will be both challenging and rewarding, but also a great deal of fun as we continue to grow and position SunOpta as a world class leader in natural and organic foods. I look forward to working with you in this role.

TITLE
Chief Human Resources Officer

REPORTING TO
Steve Bromley, Chief Executive Officer

OFFICE LOCATION
7301 Ohms Lane Suite 600, Edina, Minnesota

START DATE
TBD

COMPENSATION

Starting Salary: Your base compensation will be set at US $235,000.00 per annum, prorated for any partial year of work. SunOpta, Inc. has 26 pay periods per year. Your salary and related compensation package will be reviewed annually with the next review scheduled for April 1, 2014.

Short – term incentive bonus: You will be eligible to participate in the SunOpta Corporate Bonus Plan (the “STI”). Your target bonus will be 30% of your salary, pursuant to the terms of the Bonus Plan. The short term inventive plan is administered in line with the fiscal reporting calendar. You will be eligible for bonus based on the SunOpta Corporate Bonus Plan, which is based on a combination of budgeted return on net asset (RONA) results (50%), budgeted corporate return on equity (25%) and budgeted net earnings at the corporate level (25%). This plan has a minimum threshold of 90% for all parameters and an upside is payable at 2% for each 1% of target bonus overachievement for each metric. For net earnings at a corporate level the over–achievement starts at 100% of the budget before any allowance. The terms of this plan are reviewed on an annual basis by the Board of Directors and are subject to change.

Exhibit 10.5

Long – Term Incentive: You will be entitled to an annual long–term incentive. Currently the incentive is awarded via an annual grant of stock options which will be targeted to be equivalent to 30% of your base salary, rounded to the nearest 100 shares. The calculation of the value of the options toward the amount equivalent to 30% of your base salary will be based on the "Black–Scholes" method for determining stock option value. The actual amount of the annual options grant is at the sole discretion of the Board of Directors after considering current business performance, current share price, availability of options in the Stock Option Plan and other factors as deemed appropriate by the Board. Options have a ten year term and vest over five years with the first 20% vesting after one year and 20% per year thereafter.

One – Time Stock Option Grant: In acknowledgment of your appointment to this position, 25,000 Stock Options will be granted to you at the first scheduled Board of Directors meeting following your commencement date, the exercise price of which shall be the closing price of the Company's common shares on the last trading day prior to this meeting. These options will vest 20% per annum on the anniversary date of the grant and have a ten year term. For greater clarity, all terms and conditions relating to these options shall be in accordance with the Company's Stock Option Plan. In the event the Company is unable to issue and price stock options at the first meeting following your commencement date due to restrictions with the issuance of securities by regulatory authorities, these options will be issued and priced based on the closing price on such date which is two days after the lifting of applicable restrictions or the earliest date authorized by the applicable regulatory authorities.

Car Allowance : $750.00 per month based on an allowance paid through payroll at $346.15 per pay.

Benefits: You will be eligible to participate in the SunOpta insurance benefit plan (the “Insurance Plan”), effective the 1 ^st day of the month following 30 days of your hire date. You will find the details of this plan in our Employee manual.

401K: You will be automatically enrolled under the SunOpta 401K plan after six months of service.

Employee Stock Purchase Plan : You may elect to contribute between 1% and 10% of your base salary into the Employee Stock Purchase Plan, subject to maximum contribution limits as detailed in the Plan. (Plan limits value of stock received through the plan to a maximum of $25,000 per year). Stock is issued at the end of each quarterly offering period based on a 15% discount to the average share price immediately before the end of the offering period. You are eligible to enroll in the plan at the beginning of the next offering period subsequent to your start date. All senior management are encouraged to utilize this plan as one of the methods available to establish an ownership position in the Company.

Professional Fees: The Company will pay reasonable annual professional fees related to your employment.

Exhibit 10.5

Paid Time off : You will be granted PTO in accordance with SunOpta’s policies and procedures and the laws of Minnesota. You will be able to use four weeks PTO, pro–rated for the remainder of the calendar year, after completion of 90 days of employment

Change of Control: In the event of a Change of Control of the Company (defined as 50% or more of the common shares owned by one investor group) all unvested options will immediately vest.

In addition, should material changes be proposed to your position, you will have the option to receive a lump sum severance payment equal to twelve (12) months of the total of your then annual base salary and annual bonus, plus the continuation of the auto benefits and medical, dental and insurance benefits, with the exception of short and long term disability insurance, for a period of twelve (12) months following the date that employment is terminated.

For the purposes of calculating severance under a Change of Control, the bonus will be based on the higher of the average of the prorated year to date results, assuming a minimum of six (6) months have elapsed for that current fiscal year plus the preceding year bonus payout or the average bonus payout of your previous two years of employment.

Transition Allowance: You will also be provided the following one time benefits in recognition of your transition from your current employment.

1.	Your eligible bonus for 2013 will not be pro–rated based on your starting date, and thus you will qualify for full bonus in 2013.

2.	You will be paid an additional US $5,000.00 per month ($2,307.69 per pay period) for each month of full–time employment with SunOpta through to the end of 2013.

SUNOPTA POLICIES

Practices & Policies: You agree to be bound by and comply with all Company practices and policies whether written or not, of which you are aware, or of which you ought to be aware and such practices and policies form part of this contract of employment.

You confirm that you have read, signed and agree to abide by the terms and conditions of Business Ethics and Code of Conduct Policy as described in our employee manual.

OTHER:

This employment offer is contingent upon successful completion of pre–employment drug screening, background screening, and your ability to produce documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986 (as amended). Your employment with SunOpta shall be at will, meaning that either you or SunOpta may terminate your employment at any time for any reason or no reason at all.

Exhibit 10.5

Please sign a copy of this letter, and email your acceptance to the Talent Acquisition Department. Please retain a copy of this letter for yourself and return the original via mail as confirmation of your understanding and acceptance of these terms of employment.

Sincerely,

/s/ Steve Bromley

Steve Bromley
Chief Executive Officer
SunOpta, Inc.

I have read, understand and accept the terms and conditions set out in this letter.

/s/ Michelle Coleman	March 18, 2013
Signature:	Date:

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is between SunOpta Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as the “Company”) and Jill E. Barnett (“Employee”).

1.	EMPLOYMENT

This Agreement commences August 18, 2016 (“Effective Date”), shall continue in effect until December 31, 2018, and shall continue in effect each year thereafter unless by October 31, 2018 (or October 31 of a subsequent year), a party gives notice to the other party of termination of the Agreement, in which case the Agreement will terminate as of December 31 of the year in which such notice is given. Employment during the course of the Agreement shall be on an “at-will” basis, and either party has the right to terminate Employee’s employment for any reason, or for no reason, upon two-months written notice. The Company, in its sole discretion, may elect to accelerate the employment termination date and pay Employee in lieu of notice for the two-month notice period and Employee has no guarantee of continued employment during the notice period. The Company also has the right to terminate Employee’s employment immediately for Cause (as defined in Section 7 below).

2.	TITLE AND EXCLUSIVE SERVICES

(a)	Title and Duties. Employee’s title is General Counsel, and Employee will perform job duties that are usual and customary for this position, all as determined by the chief executive officer or the Board or Directors.

(b)	Exclusive Services. Employee shall not be employed or render services elsewhere while employed by the Company; provided, however, that Employee may participate in professional, civic or charitable organizations so long as such participation is unpaid and does not interfere with the performance of Employee’s duties to the Company.

3.	COMPENSATION AND BENEFITS

(a)	Base Salary. Employee’s current annualized salary (“Base Salary”) is Two Hundred Seventy Seven Thousand Two Hundred Dollars ($277,200.00). The Base Salary shall be payable in accordance with the Company’s regular payroll practices and pursuant to the Company policy, which may be amended from time to time. Employee’s Base Salary is subject to change from time to time by the Board of Directors or Compensation Committee of the Board of Directors (the “Compensation Committee”) in its discretion.

(b)	Short Term Incentive. Employee will be eligible for participation in the Company’s annual short term cash incentive plan as approved and amended by the Board of Directors or the Compensation Committee in its discretion from time to time (the “Annual Short Term Incentive Plan”). For the 2016 fiscal year, Employee’s eligibility for participation in the Annual Short Term Incentive Plan will be based on a forty percent (40%) target of Employee’s Base Salary as of April 1, 2016. For years after 2016, the target level of participation will be established by the Board of Directors or the Compensation Committee. There is no guaranteed compensation under the Annual Short Term Incentive Plan.

(c)	Long Term Incentive. Employee will be eligible for participation in the Company’s long term incentive plan as approved and amended by the Board of Directors or the Compensation Committee at its discretion from time to time (the “Long Term Incentive Plan”), with the form, terms and amount of the awards as determined by the Board of Directors or the Committee. For the 2016 fiscal year, Employee’s eligibility for participation in the annual Long Term Incentive Plan will be based upon a forty percent (40%) target of Employee’s Base Salary as of April 1, 2016. For years after 2016, the target level of participation will be established by the Board of Directors or the Compensation Committee. There is no guaranteed compensation under the Long Term Incentive Plan.

(d)	Employment Benefit Plans. Employee may participate in all other employee welfare benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Benefits Guide, which may be changed from time to time at the discretion of the Company. These benefits may include medical, dental, vision, short term disability, long term disability, life insurance, 401(k) and the Employee Stock Purchase Plan.

(e)	Vacation. Employee is eligible for paid time off of four weeks (160 hours) per calendar year, prorated as necessary, and subject to the Employee Benefits Guide.

(f)	Expenses. The Company will reimburse Employee for business expenses pursuant to the Company’s policies, which may be changed from time to time at the discretion of the Company.

(g)	Taxes and Deductions. Compensation pursuant to this Agreement shall in all cases be subject to withholding for employment, payroll, income and other taxes and other deductions.

4.	NONDISCLOSURE OF CONFIDENTIAL INFORMATION

(a)	The Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to the Company’s marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by the Company, content distribution, and other information the Company treats as confidential or proprietary (collectively, the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside the Company except to the extent that: (i) it is necessary in connection with performing Employee’s duties; or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform the Company, shall cooperate with the Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with the Company. When employment ends, Employee will immediately return all Confidential Information to the Company.

(b)	The terms of this Section 4 shall survive the expiration or termination of this Agreement for any reason.

5.	NON-INTERFERENCE WITH THE COMPANY EMPLOYEES

(a)

To further preserve the Company’s Confidential Information, goodwill and legitimate business interests, during employment and for twelve (12) months after employment ends (the “Non- Interference Period”), Employee will not, directly or indirectly, hire, engage or solicit any current employee of the Company with whom Employee had contact, supervised, or received Confidential Information about within the twelve (12) months prior to Employee’s termination, to provide services elsewhere or cease providing services to the Company.

	Initials:
	Company:____
	Employee:____

(b)

The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason.

6.	NON-SOLICITATION OF CUSTOMERS

(a)	To further preserve the Company’s Confidential Information, goodwill and legitimate business interests, for twelve (12) months after employment ends (the “Non-Solicitation Period”), Employee will not, directly or indirectly, solicit the Company’s customers with whom Employee engaged or had contact, or received Confidential Information about within the twelve (12) months prior to Employee’s termination.

(b)	The terms of this Section 6 shall survive the expiration or termination of this Agreement for any reason.

7.	CHANGE IN CONTROL

(a)	Definitions. For purposes of this Agreement:

	“ Change in Control” means the occurrence of any of the following:

	(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing a majority of the combined voting power of the then outstanding Voting Securities; or

	(ii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

	(iii) any consolidation, merger or plan of exchange involving the Company (“Merger”) as a result of which the holders of outstanding Voting Securities immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger.

	(iv) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (“Asset Sale”).

	“Cause” means the occurrence of any of the following:

	(i) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country; or

	Initials:
	Company:____
	Employee:____

(ii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act that results in a material loss, damage or injury to the Company; or

(iii) the commission of an act of moral turpitude which is materially injurious to the Company; or

(iv) the failure of Employee to participate in the reasonable and lawful business activities of the Company in a manner consistent with his job duties, provided such failure continues for more than ten days after written notice to the Employee specifying such failure in reasonable detail.

“Good Reason” means the occurrence of any of the following:

(i) a material diminution in Employee’s base salary, authority, duties or responsibilities after the Change in Control compared to immediately prior to the Change in Control; provided that Good Reason shall not exist (A) solely as a result of a change in reporting relationship or (B) if Employee continues to have the same or a greater general level of responsibility for the Company operations after the Change in Control as Employee had prior to the Change in Control even if the Company operations are a subsidiary or division of the surviving company; or

(ii) Employee is required to be based more than eighty (80)miles from where Employee’s office is located immediately prior to the Change in Control; or

(iii) a material reduction in Employee’s Base Salary or the Company or the surviving company fails to provide substantially equivalent target incentive opportunities under short term and long term incentive plans after the Change in Control as compared to immediately prior to the Change in Control; or

(iv) action or inaction by the Company that constitutes a material breach under this Agreement;

provided, however, that such termination shall not be for “Good Reason” unless Employee provides notice to the Company of the existence of the condition described above within 30 days of the initial existence of the condition and the Company does not remedy such condition on or before the 30th day following such notice (or the following business day if such 30th day is not a business day).

(b)	Termination of Employment following a Change in Control. If a Change in Control occurs and at any time during the twelve (12) months following the Change in Control the Company terminates Employee without Cause or Employee terminates Employee’s employment by the Company with Good Reason, subject to Employee’s compliance with Sections 4, 5 and 6 of this Agreement and Employee’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 21 days following the date of employment termination (such 21- day period, the “Release Execution Period”), Employee shall be entitled to the following:

	(i) the Company will pay to Employee in a lump sum an amount equal to twelve (12) months of base salary within 30 days following the employment termination date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and

	(ii) all unvested stock options held by Employee at the date of termination shall immediately become vested in full and shall remain subject to the other terms of such stock options; and

	Initials:
	Company:____
	Employee:____

	(iii) if Employee timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the cost for the monthly COBRA premium for Employee and Employee’s then-enrolled dependents.

	Such COBRA reimbursement shall be paid to the benefits provider. The Company shall continue to issue such COBRA payments until the earliest of: (A) the twelve-month anniversary of the date of termination of employment; (B) the date Employee is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Employee becomes eligible to receive substantially similar coverage from another employer.

(c)	Treatment of Performance Share Units following the Company Sale. If a Merger or an Asset Sale (each, a “Company Sale”) occurs before the vesting date of any Performance Share Units held by Employee, Employee shall be entitled to receive a payout of shares no later than thirty (30) days following the Company Sale. The number of shares issued in such event shall be the amount determined by the payout factor calculated as if the performance period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, performance measures and the related payout factors applicable to the awards in shall be adjusted by the Board of Directors of the Compensation Committee, to appropriately reflect the shorter performance period.

8.	OTHER TERMINATION.

Employee shall not be entitled to any benefits or compensation under this Agreement in the event Employee’s employment terminates voluntarily or involuntarily, for any reason, or no reason, except to the extent expressly provided in Section 7(b). Employee, however, may be entitled to benefits under any severance plan of the Company in effect at that time, which plans are subject to change or termination by the Company at any time in its discretion.

9.	CONFLICTS OF INTEREST

Employee acknowledges familiarity with the Company policies on conflicts of interest, and warrants that Employee will fully comply with such policies. Employee shall certify compliance with the conflicts of interest policy from time to time as requested by the Company. Employee shall notify the Company immediately in writing if there is any attempt to induce Employee to violate the conflicts of interest policy.

10.

DISPUTE RESOLUTION

(a)

Arbitration. This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. This Agreement applies to any dispute arising out of or related to Employee's employment with the Company or termination of employment. Nothing contained in this Agreement shall be construed to prevent or excuse Employee from using the Company’s existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute for the use of such procedures. Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this Agreement requires all such disputes to be resolved only by an arbitrator through a final and binding individual arbitration proceeding and not by way of court or jury trial or class action. Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Agreement, including the enforceability, revocability or validity of this Agreement or any portion of this Agreement. This Agreement also applies, without limitation, to disputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding workers compensation, state disability insurance and unemployment insurance claims). Any arbitration pursuant to this Section 10 shall be subject to the commercial rules of the American Arbitration Association. Claims may be brought before an administrative agency but only to the extent applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission ( www.eeoc.gov ), the U.S. Department of Labor ( www.dol.gov ), the National Labor Relations Board ( www.nlrb.gov ), the Office of Federal Contract Compliance Programs ( www.dol.gov/esa/ofccp ). Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration. Disputes that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Agreement.

	Initials:
	Company:____
	Employee:____

(b)	Injunctive Relief. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

(c)	This Section 10 is the full and complete agreement relating to the formal resolution of employment-related disputes. In the event any portion of this Section 10 is deemed unenforceable, the remainder of this Agreement will be enforceable.

(d)	This Section 10 shall survive the expiration or termination of this Agreement for any reason.

Employee Initials: __________

Company Initials: __________

	Initials:
	Company:____
	Employee:____

11.

SECTION 409(A)

(a)	General Compliance . This Agreement is intended to comply with Section 409A of the US Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non- compliance with Section 409A.

(b)	Specified Employees . Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the employment termination date or, if earlier, on Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(c)	Reimbursements . To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

	(i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

	(ii) any reimbursement of an eligible expense shall be paid to Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

	(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

12.

MISCELLANEOUS

This Agreement supersedes any prior written or oral employment agreements or understandings between the parties. No modification shall be valid unless in writing and signed by the parties, relating to the subject matter of this Agreement, unless otherwise noted herein.

If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

	Initials:
	Company:____
	Employee:____

The Company and Employee agree that the restrictions contained in Section 4, 5, and 6, are material terms of this Agreement, reasonable in scope and duration and are necessary to protect the Company’s Confidential Information, goodwill, specialized training expertise, and legitimate business interests. If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 4, 5, or 6, then in addition to all other remedies available to the Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until Employee permanently ceases such violation. Employee agrees that no bond will be required if an injunction is sought to enforce any of the covenants previously set forth herein.

The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

This Agreement shall be governed in all respects by the internal laws of the State of Minnesota without regard to conflict of law provisions. Each of Employee and the Company hereby consents to the personal jurisdiction of the state and federal courts located in Hennepin County, Minnesota for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. Any arbitration proceeding arising from or relating to this Agreement shall take place in Hennepin County, Minnesota.

Upon full execution by all parties, this Agreement shall be effective on the Effective Date set forth in Section 1.

EMPLOYEE:

/s/ Jill E. Barnett	Date: 8-19-16
Jill E. Barnett

COMPANY:

/s/ Michelle Coleman	Date: 8-23-2016
Michelle Coleman
CHRO

	Initials:
	Company:____
	Employee:____

Exhibit 10.7

EMPLOYMENT AGREEMENT

1.	EMPLOYMENT

2.	TITLE AND EXCLUSIVE SERVICES

(a)	Title and Duties. Employee’s title is Senior Vice President Research & Development and Quality, and Employee will perform job duties that are usual and customary for this position, all as determined by the chief executive officer or the Board or Directors.

(b)	Exclusive Services. Employee shall not be employed or render services elsewhere while employed by the Company; provided, however, that Employee may participate in professional, civic or charitable organizations so long as such participation is unpaid and does not interfere with the performance of Employee’s duties to the Company.

3.	COMPENSATION AND BENEFITS

(a)	Base Salary. Employee’s current annualized salary (“Base Salary”) is Two Hundred Seventy Seven Thousand Two Hundred Dollars ($277,200.00). Employee is also eligible for a five percent (5%) increase effective December 1, 2016. The Base Salary shall be payable in accordance with the Company’s regular payroll practices and pursuant to the Company policy, which may be amended from time to time. Employee’s Base Salary is subject to change from time to time by the Board of Directors or Compensation Committee of the Board of Directors (the “Compensation Committee”) in its discretion.

(b)	Short Term Incentive. Employee will be eligible for participation in the Company’s annual short term cash incentive plan as approved and amended by the Board of Directors or the Compensation Committee in its discretion from time to time (the “Annual Short Term Incentive Plan”). For the 2016 fiscal year, Employee’s eligibility for participation in the Annual Short Term Incentive Plan will be based on a forty percent (40%) target of Employee’s Base Salary as of April 1, 2016. For years after 2016, the target level of participation will be established by the Board of Directors or the Compensation Committee. There is no guaranteed compensation under the Annual Short Term Incentive Plan.

(c)	Long Term Incentive. Employee will be eligible for participation in the Company’s long term incentive plan as approved and amended by the Board of Directors or the Compensation Committee at its discretion from time to time (the “Long Term Incentive Plan”), with the form, terms and amount of the awards as determined by the Board of Directors or the Committee. For the 2016 fiscal year, Employee’s eligibility for participation in the annual Long Term Incentive Plan will be based upon a forty percent (40%) target of Employee’s Base Salary as of April 1, 2016. For years after 2016, the target level of participation will be established by the Board of Directors or the Compensation Committee. There is no guaranteed compensation under the Long Term Incentive Plan.

(d)	Employment Benefit Plans. Employee may participate in all other employee welfare benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Benefits Guide, which may be changed from time to time at the discretion of the Company. These benefits may include medical, dental, vision, short term disability, long term disability, life insurance, 401(k) and the Employee Stock Purchase Plan.

(e)	Vacation. Employee is eligible for paid time off of four weeks (160 hours) per calendar year, prorated as necessary, and subject to the Employee Benefits Guide.

(f)	Expenses. The Company will reimburse Employee for business expenses pursuant to the Company’s policies, which may be changed from time to time at the discretion of the Company.

(g)	Taxes and Deductions. Compensation pursuant to this Agreement shall in all cases be subject to withholding for employment, payroll, income and other taxes and other deductions.

4.	NONDISCLOSURE OF CONFIDENTIAL INFORMATION

(a)	The Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to the Company’s marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by the Company, content distribution, and other information the Company treats as confidential or proprietary (collectively, the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside the Company except to the extent that: (i) it is necessary in connection with performing Employee’s duties; or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform the Company, shall cooperate with the Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with the Company. When employment ends, Employee will immediately return all Confidential Information to the Company.

(b)	The terms of this Section 4 shall survive the expiration or termination of this Agreement for any reason.

5.	NON-INTERFERENCE WITH THE COMPANY EMPLOYEES

(a)

	Initials:
	Company:____
	Employee:____

(b)

The terms of this Section 5 shall survive the expiration or termination of this Agreement for any reason.

6.	NON-SOLICITATION OF CUSTOMERS

(a)	To further preserve the Company’s Confidential Information, goodwill and legitimate business interests, for twelve (12) months after employment ends (the “Non-Solicitation Period”), Employee will not, directly or indirectly, solicit the Company’s customers with whom Employee engaged or had contact, or received Confidential Information about within the twelve (12) months prior to Employee’s termination.

(b)	The terms of this Section 6 shall survive the expiration or termination of this Agreement for any reason.

7.	CHANGE IN CONTROL

(a)

Definitions. For purposes of this Agreement:

“ Change in Control” means the occurrence of any of the following:

(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing a majority of the combined voting power of the then outstanding Voting Securities; or

(ii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

(iii) any consolidation, merger or plan of exchange involving the Company (“Merger”) as a result of which the holders of outstanding Voting Securities immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger.

(iv) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (“Asset Sale”).

“Cause” means the occurrence of any of the following:

(i) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country; or

	Initials:
	Company:____
	Employee:____

(ii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act that results in a material loss, damage or injury to the Company; or

(iii) the commission of an act of moral turpitude which is materially injurious to the Company; or

“Good Reason” means the occurrence of any of the following:

(ii) Employee is required to be based more than eighty (80)miles from where Employee’s office is located immediately prior to the Change in Control; or

(iv) action or inaction by the Company that constitutes a material breach under this Agreement;

(b)

Termination of Employment following a Change in Control. If a Change in Control occurs and at any time during the twelve (12) months following the Change in Control the Company terminates Employee without Cause or Employee terminates Employee’s employment by the Company with Good Reason, subject to Employee’s compliance with Sections 4, 5 and 6 of this Agreement and Employee’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 21 days following the date of employment termination (such 21- day period, the “Release Execution Period”), Employee shall be entitled to the following:

(i) the Company will pay to Employee in a lump sum an amount equal to twelve (12) months of base salary within 30 days following the employment termination date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and

(ii) all unvested stock options held by Employee at the date of termination shall immediately become vested in full and shall remain subject to the other terms of such stock options; and

	Initials:
	Company:____
	Employee:____

(iii) if Employee timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the cost for the monthly COBRA premium for Employee and Employee’s then-enrolled dependents.

Such COBRA reimbursement shall be paid to the benefits provider. The Company shall continue to issue such COBRA payments until the earliest of: (A) the twelve-month anniversary of the date of termination of employment; (B) the date Employee is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Employee becomes eligible to receive substantially similar coverage from another employer.

(c)

Treatment of Performance Share Units following the Company Sale. If a Merger or an Asset Sale (each, a “Company Sale”) occurs before the vesting date of any Performance Share Units held by Employee, Employee shall be entitled to receive a payout of shares no later than thirty (30) days following the Company Sale. The number of shares issued in such event shall be the amount determined by the payout factor calculated as if the performance period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, performance measures and the related payout factors applicable to the awards in shall be adjusted by the Board of Directors of the Compensation Committee, to appropriately reflect the shorter performance period.

8.	OTHER TERMINATION.

9.	CONFLICTS OF INTEREST

10.

DISPUTE RESOLUTION

(a)

	Initials:
	Company:____
	Employee:____

(b)	Injunctive Relief. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

(c)	This Section 10 is the full and complete agreement relating to the formal resolution of employment-related disputes. In the event any portion of this Section 10 is deemed unenforceable, the remainder of this Agreement will be enforceable.

(d)	This Section 10 shall survive the expiration or termination of this Agreement for any reason.

Employee Initials: __________

Company Initials: __________

11.

SECTION 409(A)

(a)	General Compliance . This Agreement is intended to comply with Section 409A of the US Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non- compliance with Section 409A.

(b)	Specified Employees . Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the employment termination date or, if earlier, on Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

	Initials:
	Company:____
	Employee:____

(c)

Reimbursements . To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(ii) any reimbursement of an eligible expense shall be paid to Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

12.

MISCELLANEOUS

The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

	Initials:
	Company:____
	Employee:____

Upon full execution by all parties, this Agreement shall be effective on the Effective Date set forth in Section 1.

EMPLOYEE:

/s/ James P. Gratzek	Date: 8-23-2016
James P. Gratzek

COMPANY:

/s/ Michelle Coleman	Date: 8-23-2016
Michelle Coleman
CHRO

	Initials:
	Company:____
	Employee:____

Exhibit 10.8

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (“Agreement”) is between SUNOPTA INC. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as the “Company”) and EDWARD HAFT (“Executive”).

The Company and Executive agree, effective as of August 18, 2016, to amend the Employment Agreement dated July 29, 2015 between the Company and Executive (the “Employment Agreement”) as follows:

1.	Paragraph (f) of Section 8 is amended to read in its entirety as follows:

(f)

Conditions . Notwithstanding the foregoing provisions of this Section 8, Company will not be obligated to make any payments to Executive under Section 8(b) or 8(h) hereof unless: Executive has signed a release of claims in favor of Company and its affiliates and related entities, and their directors, officers, insurers, employees and agents, in a form prescribed by Company; all applicable rescission periods provided by law for releases of claims shall have expired and Executive shall have signed and not rescinded the release of claims; and Executive is in strict compliance with the terms of this Agreement and any other agreements with Company as of the dates of such payments.

2.	New paragraphs (g), (h) and (i) of Section 8 are added to read as follows:

(g)

Change in Control . “ Change in Control ” means the occurrence of any of the following:

(iv) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (“Asset Sale”).

(h)

Termination of Employment following a Change in Control. If a Change in Control occurs and at any time during the twelve (12) months following the Change in Control the Company terminates Executive without Cause or Executive terminates Executive’s employment by the Company with Good Reason, subject to Executive satisfying the conditions in Section 8(f), in addition to the benefits provided in Section 8(b), all unvested stock options held by Executive at the date of termination shall immediately become vested in full and shall remain subject to the other terms of such stock options.

(i)

Treatment of Performance Share Units following the Company Sale. If a Merger or an Asset Sale (each, a “Company Sale”) occurs before the vesting date of any Performance Share Units held by Executive, Executive shall be entitled to receive a payout of shares no later than thirty (30) days following the Company Sale. The number of shares issued in such event shall be the amount determined by the payout factor calculated as if the performance period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, performance measures and the related payout factors applicable to the awards in shall be adjusted by the Board of Directors of the Compensation Committee, to appropriately reflect the shorter performance period.

3.	The Employment Agreement remains in full force and effect in all other respects.

EXECUTIVE:

/s/ Edward Haft	Date: 8/20/16
Edward Haft

COMPANY:

/s/ Michelle Coleman	Date: 8/22/16
Michelle Coleman
CHRO

	Initials:
	Company:____
	Employee:____

Exhibit 10.9

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (“Agreement”) is between The Organic Corporation B.V. (hereinafter referred to as “Company”) and G.J.M. VERSTEEGH (“Employee”).

In relation to the Employment Agreement dated April 2012 (Annex 1) between Company and Employee, this Agreement serves as an amendment.

For the purposes of this Agreement Company shall mean the Company and its subsidiaries.

1.	CHANGE IN CONTROL

(a)

Definitions. For purposes of this Agreement:

“ Change in Control” means the occurrence of any of the following:

(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing a majority of the combined voting power of the then outstanding Voting Securities; or

(iv) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (“Asset Sale”).

a.	Termination upon Change in Control

If, at any time during a period of twelve (12) months following a Change of Control, the Company terminates the Employment Agreement without Cause and/or the Company causes “Good Reason,” the conditions under the Employment Agreement according to clause 1.6 will apply.

“Good Reason” means:

	Initials:
	Company:____
	Employee:____

(i) a unilateral decrease of the base salary, or a unilateral amendment of the authority, duties or responsibilities of the Employee. A unilateral change in reporting line will only cause Constructive Dismissal in the event this change leads to a deterioration of Employee’s position; or

(ii) requiring the Employee to relocate to another office which is located more than eighty (80) miles from the current office of the Employee; or

(iii) if the Company fails to enable the Employee to reach his targets or the Employee does not receive his employee benefits (unless such is related to broad organizational changes); or

(iv) an action or inaction by the Company that constitutes a material breach of this Agreement or any other agreement between parties.

“Cause” shall mean:

(i) an act by the Employee that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country; or

(ii) an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act that results in a material loss, damage or injury to the Company; or

(iii) an act of moral turpitude which is materially injurious to the Company; or

b.	Equity treatment upon termination due to Change in Control

(i) If the Company terminates the employment agreement without Cause at any time during twelve (12) months following a Change of Control or the Employee terminates the employment agreement due to “Good Reason”, all unvested stock options held by the Employee at that time shall immediately become vested in full and can be exercised according to the 2002 and 2013 Stock Incentive Plans.

(ii) If a Merger or an Asset Sale (each, a “Company Sale”) occurs before the vesting date of any Performance Share Units held by the Employee, the Employee shall be entitled to receive a payout according to clause 3.1 of Exhibit C (Sunopta Inc. 2016 performance share unit award agreement) which Exhibit is attached as Annex 2 . The shares will be issued no later than thirty (30) days following the Company Sale. The number of shares issued in such event shall be the amount determined by the payout factor (clause 2.2 Exhibit C). For purposes of this Agreement the payout factor will be calculated as if the performance period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, performance measures and the related payout factors applicable to the awards may be adjusted by the Board of Directors in accordance with clause 2.3 of Exhibit C.

This Agreement will be governed by the laws of the Netherlands.

EMPLOYEE:

	Initials:
	Company:____
	Employee:____

/s/ G.J.M. Versteegh	Date: 19-08-2016
G.J.M. Versteegh

COMPANY:

/s/ Michelle Coleman	Date: 8-23-2016
Michelle Coleman
CHRO

Firmwide:140976478.1 070321.1000

	Initials:
	Company:____
	Employee:____

Exhibit 10.10

SEPARATION AGREEMENT AND FULL AND FINAL RELEASE

This agreement (the “Agreement”) is entered into between Daniel Turney (“Employee”) and SunOpta Inc. (the “Company”).

1. Termination of Employment Relationship . Employee and the Company will end their employment relationship on August 23, 2016 (the “Termination Date”). The Company may relieve Employee of all duties and place the Employee on administrative leave prior to the Termination Date by providing written notice. Employee no longer will be authorized to transact business or incur any expenses, obligations and liabilities on behalf of the Company after the earlier of being placed on administrative leave or the Termination Date. Employee agrees not to seek reinstatement, future employment, or other working relationship with the Company or any of its affiliates. Employee acknowledges (i) receipt of all compensation and benefits due through the Termination Date as a result of services performed for the Company with the receipt of a final paycheck except as provided in this Agreement; (ii) Employee has reported to the Company any and all work-related injuries incurred during employment; and (iii) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave.

2. Consideration . In consideration of Employee’s promises in this Agreement, and upon expiration of the revocation period so long as Employee has not revoked, the Company will provide Employee:

	A.	Severance pay in the total gross amount of $138,053.08 to be paid as soon as administratively feasible; and

	B.	If Employee elects COBRA, Company will pay the employer portion and COBRA fees for medical and dental coverage for five (5) months. Employee is responsible for the Employee portion of such coverage.

The Company will apply standard tax and other applicable withholdings to payments made to Employee. Employee agrees that the consideration the Company will provide includes amounts in addition to anything of value to which Employee already is entitled. The Company also will pay Employee accrued but unused vacation regardless of whether Employee signs this Agreement. Although the Company is under no obligation to provide reinstatement, employment, re-employment, consulting or other similar status, if the Company recalls Employee within three months of termination, Employee may be obligated to repay certain severance benefits as more fully explained in the Company Severance Plan.

3. Full and Final Release . In consideration of the benefits provided by the Company, Employee, for Employee personally and Employee’s heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges the Company and its affiliates, as well as their respective successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (all of whom are referred to throughout this Agreement as the “Released Parties”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, as a result of actions or 1omissions occurring through the date Employee signs this Agreement. Specifically included in this waiver and release are, among other things, any and all claims of alleged employment discrimination and retaliation prohibited by Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, including the amendments provided by the Older Workers Benefits Protection Act, or any other federal, state or local statute, rule, ordinance, or regulation, as well as any claims under common law for tort, contract, or wrongful discharge.

The above release does not waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, (iii) that may arise after Employee signs this Agreement, and (iv) which cannot be released by private agreement. Nothing in this Agreement prevents Employee from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state or local agency charged with the enforcement of any employment laws, although by signing this release Employee is waiving rights to individual relief based on claims asserted in such a charge or complaint, except charges before the National Labor Relations Board or otherwise where such a waiver of individual relief is prohibited.

4. Restrictive Covenants. Employee understands and acknowledges that by virtue of his employment with the Company, he had access to and knowledge of Confidential Information (defined hereafter), was in a position of trust and confidence with the Company, and benefitted from the Company’s goodwill. Employee further understands and acknowledges that the restrictive covenants below are necessary to protect the Company's legitimate business interests in its Confidential Information and goodwill. Employee further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if the Employee violates the restrictive covenants below.

(a) Confidentiality. Employee understands and acknowledges that during the course of his employment, he has had access to and learned about confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating to the Company, its businesses and existing and prospective customers, suppliers, investors and other associated third parties ("Confidential Information"). For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, whether oral or written, relating directly or indirectly to financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Company. Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Employee agrees, as a condition of this Agreement, that Employee will not use or disclose any Confidential Information which Employee learned or that came into Employee possession during the course of employment with the Company. Among other things, and without limitation, Employee will not use or disclose, without the consent of the Company, any trade secrets, confidential or proprietary information of or concerning the Company, its owners, affiliates, customers or suppliers.

(b) Non-Solicitation of Employees . Employee understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and training its employees. Employee agrees, as a condition of this Agreement, not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company for a period of twenty-four (24) months from the Termination Date.

(c) Non-Solicitation of Customers. Employee understands and acknowledges that the Company has expended and continues to expend significant time and expense in developing customer relationships, customer information and goodwill, and that because of the Employee's experience with and relationship to the Company, he has had access to and learned about much or all of the Company’s customer information. Customer information includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, product information, pricing information and other information identifying facts and circumstances specific to the customer. Employee agrees, as a condition of this Agreement, not to directly or indirectly solicit, contact, attempt to contact or meet with the Company's current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company for a period of twenty-four (24) months from the Termination Date.

5. Agreement Confidentiality . The nature and terms of this Agreement are strictly confidential and they have not been and shall not be disclosed by Employee at any time to any person other than Employee’s lawyer or accountant, a governmental agency, or Employee’s immediate family without the prior written consent of an officer of the Company, except as necessary in any legal proceedings directly related to the provisions and terms of this Agreement, to prepare and file income tax forms, or as required by court order after reasonable notice to the Company.

6. Cooperation . Employee agrees to cooperate with the Released Parties regarding any pending or subsequently filed litigation, claims or other disputes involving the Released Parties that relate to matters within the knowledge or responsibility of Employee. Without limiting the foregoing, Employee agrees (i) to meet with a Released Party’s representatives, its counsel or other designees at mutually convenient times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency, or other adjudicatory body; and (iii) to provide the Company with notice of contact by any adverse party or such adverse party’s representative, except as may be required by law. The Company will reimburse Employee for reasonable expenses in connection with the cooperation described in this paragraph.

7. Non-Admission . This Agreement shall not be construed as an admission by the Company of any liability or acts of wrongdoing or unlawful discrimination, nor shall it be considered to be evidence of such liability, wrongdoing, or unlawful discrimination.

8. Non-Disparagement . Except as otherwise provided in Paragraph 4 above, Employee agrees not to make statements to clients, customers and suppliers of the Company (or any of its affiliates) or to other members of the public that are in any way disparaging or negative towards the Company, any of its affiliates, or the products, services, representatives or employees of any of the foregoing. Nothing in this paragraph prohibits Employee from complying with a court order or lawful subpoena.

9. Advice of Counsel, Consideration and Revocation Periods, Other Information . The Company advises Employee to consult with an attorney prior to signing this Agreement. Employee has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Employee must return this signed Agreement to the Company’s representative set forth below within the Consideration Period but not prior to the Termination Date. If Employee signs and returns this Agreement before the end of the Consideration Period, it is because Employee freely chose to do so after carefully considering its terms. Additionally, Employee shall have fifteen days (15) from the date of the signing of this Agreement to revoke this Agreement by delivering a written notice of revocation within the fifteen-day revocation period to Michelle Coleman, SunOpta, 7301 Ohms Lane, Suite 600, Edina, MN 55439. If the revocation period expires on a weekend or holiday, Employee will have until the end of the next business day to revoke. This Agreement will become effective on the sixteenth day after Employee signs this Agreement provided Employee does not revoke this Agreement. Any modification or alteration of any terms of this Agreement by Employee voids this Agreement in its entirety. Employee agrees with the Company that changes, whether material or immaterial, do not restart the running of the Consideration Period. Employee knowingly and voluntarily agrees to all of the terms set forth in this Agreement.

10. Applicable Law and General Provisions . This Agreement shall be interpreted under Minnesota law. This Agreement sets forth the entire agreement between the parties. Employee is not relying on any other agreements or oral representations not fully addressed in this Agreement. Any prior agreements between or directly involving Employee and the Company are superseded by this Agreement, except any prior agreements related to inventions, business ideas, confidentiality of corporate information, and non-competition remain intact. To the extent of any conflict between the terms of this Agreement and the Company’s severance plan, the provisions of this Agreement shall prevail. The provisions of this Agreement are severable, and if any part of this Agreement, except Paragraph 3, is found by a court of law to be unenforceable, the remainder of this Agreement will continue to be valid and effective. The headings in this Agreement are provided for reference only and shall not affect the substance of this Agreement.

In exchange for the promises contained in this Agreement, the Company promises to provide the benefits set forth in this Agreement.


Date: 8/23/2016	Michelle Coleman	/s/ Michelle Coleman
	7301 Ohms Lane, Suite 600	Signature
	Edina, MN 55439

Employee has read and understood this Agreement, signs this Agreement waiving valuable rights, and acknowledges that this Agreement is final and binding.


Date: 8/23/16	Daniel E. Turney	/s/ Daniel E. Turney
Not valid if signed	Name Printed	Signature
before Termination
Date

EXECUTION VERSION

FIRST AMENDMENT

FIRST AMENDMENT , dated as of October 7, 2016 (this “ Amendment ”), to the Credit Agreement, dated as of February 11, 2016 (the “ Credit Agreement ”), among SunOpta Inc. (the “ Company ” or “ Canadian Parent Borrower ”; as further defined in the Credit Agreement), SunOpta Foods Inc. (the “ U.S. Parent Borrower ”; as further defined in the Credit Agreement), The Organic Corporation B.V. (the “ Dutch Parent Borrower ”; as further defined in the Credit Agreement) and each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent under the U.S. Subfacility (in such capacity, the “ U.S. Administrative Agent ”; as further defined in the Credit Agreement), and as a U.S. Issuing Bank and the U.S. Swingline Lender, Bank of America, N.A. (acting through its Canada Branch), as Administrative Agent under the Canadian Subfacili-ty (in such capacity, the “ Canadian Administrative Agent ”; as further defined in the Credit Agreement), and as a Canadian Issuing Bank and the Canadian Swingline Lender, Bank of America, N.A. (acting through its London Branch), as Administrative Agent under the Dutch Subfacility (in such capacity, the “ Dutch Administrative Agent ”; as further defined in the Credit Agreement), and as a Dutch Issuing Bank and the Dutch Swingline Lender, and Bank of Ameri-ca, N.A, as Collateral Agent (in such capacity, the “ Collateral Agent ”; as further defined in the Credit Agreement).

R E C I T A L S

A. The Borrowers have requested that the Credit Agreement be amended as set forth herein; and

B. Lenders constituting the Required Lenders, the Administrative Agents and the Collateral Agent are willing to agree to this Amendment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Capitalized Terms . Capitalized terms used in this Amendment but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Section 2. Amendments . The Credit Agreement is hereby amended as of the First Amendment Effective Date (as defined below) to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 3. Representations and Warranties . The Company hereby represents and warrants that, as of the date hereof:

(i) no Default or Event of Default exists pursuant to the Credit Agreement; and

(ii) the representations and warranties set forth in Section 7 of the Credit Agreement, and in any Credit Document entered in relation thereto, are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) (except for those representations and warranties that relate to an earlier date, in which event, such representations and warranties were true in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) as of such earlier date).

Section 4. Conditions to Effectiveness of this Amendment . This Amendment shall become effective on the date (such date, the “ First Amendment Effective Date ”) that the following conditions have been satisfied:

(i) Counterparts to this Amendment . The U.S. Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agents, the Collateral Agent, the Borrowers and the Required Lenders;

(ii) Use of Proceeds . The net cash proceeds of the $85.0 million of Series A Preferred Stock, par value $0.001 per share, issued by the U.S. Parent Borrower on Octo-ber 7, 2016 shall have been used, or substantially simultaneously with the First Amendment Effective Date shall be used, to repay a portion of the obligations outstanding under the Second Lien Loan Agreement; and

(iii) Fees . The Company (or its designee) shall have paid, or caused to be paid, all reasonable documented out of pocket costs and expenses of the U.S. Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the fees and expenses of Cahill Gordon & Reindel LLP as counsel to the U.S. Administrative Agent) for which invoices have been presented to the Company at least two business days prior to the First Amendment Effective Date.

Section 5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”), each of which when so executed and delivered shall be deemed to be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.

Section 6. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY TO THIS AMENDMENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO THIS AMENDMENT, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY TO THIS AMENDMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY TO THIS AMENDMENT IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.03 OF THE CREDIT AGREEMENT. A FINAL JUDGMENT IN ANY PROCEEDING OF ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENT OF LAW.

- 2 -

(i) EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7. Headings . The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

Section 8. Effect of the Amendment . Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agents or the Collateral Agent, in each case under the Credit Agreement or any other Credit Document, (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document and (iii) each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each of the Credit Parties hereby consents to this Amendment and confirms and reaffirms (i) that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby, (ii) its Guarantees of the Obligations, (iii) its pledges and grants of security interests and Liens on the Collateral to secure the Obligations pursuant to the Security Documents and (iv) such Guarantees, pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to inure to the benefit of the Lenders and the other Secured Creditors. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement.

- 3 -

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

	SUNOPTA INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President and Chief Financial Officer

	SUNOPTA FOODS INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNOPTA GRAINS AND FOODS INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	CITRUSOURCE, LLC


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNOPTA COMPANIES INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNOPTA GLOBAL ORGANIC INGREDIENTS INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

[Signature Page to First Amendment]

	TRADIN ORGANICS USA LLC


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNOPTA INVESTMENTS LTD.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNRISE HOLDINGS (DELAWARE), INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	SUNRISE GROWERS, INC.


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	FARM CAPITAL INCORPORATED


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

	PACIFIC RIDGE FARMS, LLC


	By:	/s/ Robert McKeracher
		Name: Robert McKeracher
		Title: Vice President

[Signature Page to First Amendment]

	COÖPERATIE SUNOPTA U.A.


	By:	/s/ Bob Kouw
		Name: Bob Kouw
		Title: Authorized Signatory

	By:	/s/ Gerard Versteegh
		Name: Gerard Versteegh
		Title:Authorized Signatory

	THE ORGANIC CORPORATION B.V.


	By:	/s/ Bob Kouw
		Name: Bob Kouw
		Title: Authorized Signatory

	By:	/s/ Gerard Versteegh
		Name: Gerard Versteegh
		Title:Authorized Signatory

	CROWN OF HOLLAND B.V.


	By:	/s/ Bob Kouw
		Name: Bob Kouw
		Title: Authorized Signatory

	By:	/s/ Gerard Versteegh
		Name: Gerard Versteegh
		Title:Authorized Signatory

	TRADIN ORGANIC AGRICULTURE B.V.


	By:	/s/ Bob Kouw
		Name: Bob Kouw
		Title: Authorized Signatory

	By:	/s/ Gerard Versteegh
		Name: Gerard Versteegh
		Title:Authorized Signatory

[Signature Page to First Amendment]

	TRABOCCA B.V.


	By:	/s/ Bob Kouw
		Name: Bob Kouw
		Title: Authorized Signatory

	By:	/s/ Gerard Versteegh
		Name: Gerard Versteegh
		Title:Authorized Signatory

[Signature Page to First Amendment]

	BANK OF AMERICA N.A.,
	as U.S. Administrative Agent, Collateral Agent,
	U.S. Swingline Lender, U.S. Issuing Bank and a
	U.S. Revolving Lender

	By:	/s/ Steven M. Siravo
		Name: Steven M. Siravo
		Title: SVP

	BANK OF AMERICA, N.A.,
	(acting through its London branch), as Dutch
	Administrative Agent, Dutch Swingline Lender,
	Dutch Issuing Bank and a Dutch Revolving Lender

	By:	/s/ Steven M. Siravo
		Name: Steven M. Siravo
		Title: SVP

	BANK OF AMERICA, N.A. (acting through its
	Canada branch), as Canadian Administrative Agent,
	Canadian Swingline Lender, Canadian Issuing Bank
	and a Canadian Revolving Lender

	By:	/s/ Steven M. Siravo
		Name: Sylwia Durkiewicz
		Title: Vice President

	BANK OF MONTREAL – CHICAGO BRANCH,
	as a U.S. Lender

	By:	/s/ Randon Gardley
		Name: Randon Gardley
		Title: Vice President

[Signature Page to First Amendment]

	BANK OF MONTREAL,
	as a Canadian. Lender

By:	/s/ Pedram Kaya
	Name:	Pedram Kaya
	Title:	Managing Director
		Corporate Finance, ABL
		BMO Bank of Montreal

	BANK OF MONTREAL – LONDON BRANCH,
	as a Dutch. Lender

By:	/s/ Andy McClinton
	Name:	Andy McClinton
	Title:	Managing Director

By:	/s/ Scott Matthews
	Name:	Scott Matthews
	Title:	Managing Director

	JPMORGAN CHASE BANK, N.A.,
	as a U.S. Lender

	By:	/s/ Jessica L. Zilliox
		Name: Jessica L. Zilliox
		Title: Authorized Officer

	JPMORGAN CHASE BANK, N.A., Toronto
	Branch, as a Canadian Lender

	By:	/s/ Auggie Marchetti
		Name: Auggie Marchetti
		Title: Authorized Officer

[Signature Page to First Amendment]

	JPMORGAN CHASE BANK, N.A., London
	Branch, as a Dutch Lender

	By:	/s/ Tim Jacob
		Name: Tim Jacob
		Title: Authorized Officer

Rabobank Canada, as a Lender

	By:	/s/ Raj Joshi
		Name: Raj Joshi
		Title: Executive Director

	By:	/s/ Nicolas Stoupak
		Name: Nicolas Stoupak
		Title: Executive Director

	WELLS FARGO BANK, NATIONAL
	ASSOCIATION,
	as a U.S. Lender

	By:	/s/ Maria Quintanilla
		Name: Maria Quintanilla
		Title: Authorized Signatory

	WELLS FARGO CAPITAL FINANCE
	CORPORATION CANADA,
	as a Canadian Lender

By:	/s/ David G. Phillips
	Name:	David G. Phillips
	Title:	Senior Vice President
		Credit Officer, Canada
		Wells Fargo Capital Finance
		Corporation Canada

[Signature Page to First Amendment]

	WELLS FARGO BANK, NATIONAL
	ASSOCIATION LONDON BRANCH,
	as a Dutch Lender

	By:	/s/ T SALDANHA
		Name: T SALDANHA
		Title: AUTHORISED SIGNATORY

[Signature Page to First Amendment]

EXHIBIT A
Amended Credit Agreement

~~EXECUTION~~ CONFORMED COPY REFLECTING

FIRST AMENDMENT, DATED AS OF OCTOBER 7, 2016

CREDIT AGREEMENT

Dated as of February 11, 2016,

among

SUNOPTA INC.,
as Company and Canadian Parent Borrower,

SUNOPTA FOODS, INC.,
as U.S. Parent Borrower

THE ORGANIC CORPORATION B.V.,
as Dutch Parent Borrower

Certain of the Company’s subsidiaries from time to time party hereto as Borrowers and Guarantors,

VARIOUS LENDERS,

BANK OF AMERICA, N.A.,
as U.S. ADMINISTRATIVE AGENT, COLLATERAL AGENT and U.S. ISSUING BANK,

BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH),
as CANADIAN ADMINISTRATIVE AGENT and CANADIAN ISSUING BANK

BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH),
as DUTCH ADMINISTRATIVE AGENT and DUTCH ISSUING BANK

__________________________________________

RABOBANK NEDERLAND, CANADIAN BRANCH
and
BANK OF MONTREAL,
as CO-SYNDICATION AGENTS,

JPMORGAN CHASE BANK, N.A.
as DOCUMENTATION AGENT

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
RABOBANK NEDERLAND, CANADIAN BRANCH
and
BANK OF MONTREAL,
as JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS

TABLE OF CONTENTS

		Page

SECTION 1	DEFINITIONS AND ACCOUNTING TERMS	1

1.01.	Defined Terms	1
1.02.	Terms Generally	83
1.03.	Uniform Commercial Code and PPSA	83 84
1.04.	Exchange Rates; Currency Equivalent	83 84
1.05.	Interpretation (Quebec)	84
1.06.	Currency Fluctuations	84 85
1.07.	Interpretation (the Netherlands)	85 86
1.08.	Additional Alternative Currencies	86
1.09.	Change of Currency	86 87
1.10.	Letter of Credit Amounts	87
1.11.	Accounting Terms	87
1.12.	Pro Forma and Other Calculations	88

SECTION 2	AMOUNT AND TERMS OF CREDIT	89 90

2.01.	Commitments	89 90
2.02.	Loans	90
2.03.	Borrowing Procedure	92
2.04.	Evidence of Debt; Repayment of Loans	93
2.05.	Fees	94
2.06.	Interest on Loans	95
2.07.	Termination and Reduction of Commitments	97
2.08.	Interest Elections	98
2.09.	Optional and Mandatory Prepayments of Loans	99 100
2.10.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	102
2.11.	Defaulting Lenders	103
2.12.	Swingline Loans	105
2.13.	Letters of Credit	107
2.14.	Settlement Amongst Lenders	114
2.15.	Revolving Commitment Increase	~~114~~ 115
2.16.	Borrower Representative	117
2.17.	Overadvances	117
2.18.	Protective Advances	118
2.19.	Extensions of Revolving Loans and Revolving Commitments	~~118~~ 119
2.20.	Adjustment of Revolver Commitments	121
2.21.	Subsidiary Borrowers	122
2.22.	Reserves	123

SECTION 3	YIELD PROTECTION, ILLEGALITY AND REPLACEMENT OF LENDERS	124

3.01.	Increased Costs, Illegality, etc	124
3.02.	Compensation	126
3.03.	Change of Lending Office	126
3.04.	Replacement of Lenders	126

		Page

SECTION 4	TAXES	127

4.01.	Net Payments	127
4.02.	VAT	~~129~~ 130

SECTION 5	CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING
	DATE	131

5.01.	Closing Date; Credit Documents	131
5.02.	Officer’s Certificate	131
5.03.	Opinions of Counsel	131
5.04.	Corporate Documents; Proceedings, etc	131
5.05.	Solvency Certificate	~~131~~ 132
5.06.	Borrowing Base Certificate	132
5.07.	Material Adverse Effect	132
5.08.	Fees, etc	132
5.09.	Security Agreements	132
5.10.	Financial Statements	~~132~~ 133
5.11.	Patriot Act	133
5.12.	Insurance	133
5.13.	Repayment of Obligations of Existing Credit Agreements	133
5.14.	Field Examinations and Appraisals	133
5.15.	Mortgaged Properties	133
5.16.	Intercreditor Agreement	133
5.17.	Minimum Total Excess Availability .	~~133~~ 134

SECTION 6	CONDITIONS PRECEDENT TO ALL CREDIT EVENTS	134

6.01.	Notice of Borrowing	134
6.02.	Availability	134
6.03.	No Default	134
6.04.	Representations and Warranties	134

SECTION 7	REPRESENTATIONS AND WARRANTIES	134

7.01.	Organizational Status	134
7.02.	Power and Authority	135
7.03.	No Violation	135
7.04.	Approvals	135
7.05.	Financial Statements; Financial Condition; Projections	~~135~~ 136
7.06.	Litigation	136
7.07.	True and Complete Disclosure	136
7.08.	Use of Proceeds; Margin Regulations	136
7.09.	Tax Returns and Payments	~~136~~ 137
7.10.	ERISA	137
7.11.	The Security Documents	137
7.12.	Title to Real Estate	138
7.13.	Subsidiaries	138
7.14.	Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws	138
7.15.	Investment Company Act	139
7.16.	Environmental Matters	139

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		Page

7.17.	Labor Relations	139
7.18.	Intellectual Property	139
7.19.	Centre of Main Interests	~~139~~ 140
7.20.	Borrowing Base Certificate	140
7.21.	Dutch Works Council Act	140
7.22.	Canadian Pension Plans	140

SECTION 8	AFFIRMATIVE COVENANTS	140

8.01.	Information Covenants	140
8.02.	Books, Records and Inspections	143
8.03.	Maintenance of Property; Insurance	~~144~~ 145
8.04.	Existence; Franchises	~~145~~ 146
8.05.	Compliance with Statutes, etc	146
8.06.	Compliance with Environmental Laws	146
8.07.	ERISA	146
8.08.	Payment of Taxes	~~146~~ 147
8.09.	Use of Proceeds	147
8.10.	Additional Security; Further Assurances; etc	147
8.11.	Post-Closing Actions	~~148~~ 149
8.12.	Dutch Works Council Act	~~149~~ 150
8.13.	Certain Additional Account Security Actions and Additional Inventory Security Actions	150
8.14.	Designation of Unrestricted Subsidiaries	150
8.15.	Collateral Monitoring and Reporting	~~150~~ 151

SECTION 9	NEGATIVE COVENANTS	154

9.01.	Liens	154
9.02.	Asset Sales	159
9.03.	Restricted Payments and Restricted Junior Debt Payments	160
9.04.	Indebtedness	163
9.05.	Investments	~~167~~ 168
9.06.	Transactions with Affiliates	171
9.07.	Modifications of Debt Documents, Certificate of Incorporation, By-Laws and Certain Other Agreements, etc	173
9.08.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	173
9.09.	Business; Fiscal Year	175
9.10.	Negative Pledges	~~175~~ 176
9.11.	Merger, Consolidation or Sale of All or Substantially All Assets	~~177~~ 178
9.12.	Financial Covenant	~~179~~ 180
9.13.	Canadian Pension Plans	180

SECTION 10	EVENTS OF DEFAULT	180

10.01.	Payments	180
10.02.	Representations, etc	180
10.03.	Covenants	180
10.04.	Default Under Other Agreements	~~180~~ 181
10.05.	Bankruptcy, etc	181

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		Page

10.06.	ERISA; Dutch Works Council Act	181
10.07.	Credit Documents	~~181~~ 182
10.08.	Guarantees	182
10.09.	Judgments	182
10.10.	Change of Control	182
10.11.	Application of Funds	~~182~~ 183

SECTION 11	THE ADMINISTRATIVE AGENT	184

11.01.	Appointment and Authorization	184
11.02.	Delegation of Duties	185
11.03.	Liability of Agents	185
11.04.	Reliance by the Agents	~~185~~ 186
11.05.	Notice of Default	186
11.06.	Credit Decision; Disclosure of Information by the Agents	186
11.07.	Indemnification of the Agents	187
11.08.	Administrative Agent and Collateral Agent in Its Individual Capacity	187
11.09.	Successor Administrative Agents	~~187~~ 188
11.10.	Administrative Agent May File Proofs of Claim	~~188~~ 189
11.11.	Collateral and Guarantee Matters	189
11.12.	Bank Product Providers	189
11.13.	The Collateral Agent	~~189~~ 190
11.14.	Withholding Taxes	~~189~~ 190
11.15.	Quebec Representative	190
11.16.	Appointment of Collateral Agent as security trustee for UK Security Agreements	~~190~~ 191
11.17.	Authorization to Take Action Regarding Dutch Pledges	~~193~~ 194

SECTION 12	MISCELLANEOUS	194

12.01.	Payment of Expenses, etc	194
12.02.	Right of Setoff	195
12.03.	Notices	195
12.04.	Benefit of Agreement; Assignments; Participations, etc	196
12.05.	No Waiver; Remedies Cumulative	198
12.06.	[Reserved]	198
12.07.	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	198
12.08.	Counterparts	~~198~~ 199
12.09.	Headings Descriptive	199
12.10.	Amendment or Waiver; etc	199
12.11.	Survival	202
12.12.	Domicile of Loans	202
12.13.	Release of Collateral or Guarantors	202
12.14.	Confidentiality	203
12.15.	USA Patriot Act Notice	204
12.16.	Waiver of Sovereign Immunity	204
12.17.	Canadian Anti-Money Laundering Legislation	~~204~~ 205
12.18.	Absence of Fiduciary Relationship	205
12.19.	Electronic Signatures	205

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		Page

12.20.	Judgment Currency	~~205~~ 206
12.21.	Dutch Credit Party Representation	206
12.22.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	206

SECTION 13	CREDIT PARTY GUARANTEE	206

13.01.	The Guarantee	206
13.02.	Bankruptcy	207
13.03.	Nature of Liability	207
13.04.	Independent Obligation	~~207~~ 208
13.05.	Authorization	208
13.06.	Reliance	~~208~~ 209
13.07.	Subordination	209
13.08.	Waiver	209
13.09.	Maximum Liability	~~209~~ 210
13.10.	Payments	210
13.11.	[Reserved]	210
13.12.	Information	210
13.13.	Severability	210
13.14.	Canadian Severability	210

SCHEDULE 1.01A	Unrestricted Subsidiaries
SCHEDULE 1.01B	Existing Letters of Credit
SCHEDULE 1.01C	Immaterial Subsidiaries
SCHEDULE 1.01D	Canadian and U.S. Fixed Asset Amount Depreciation Schedule
SCHEDULE 2.01	Commitments
SCHEDULE 5.15	Closing Date Mortgaged Property
SCHEDULE 7.13	Subsidiaries
SCHEDULE 8.15(d)	Deposit Accounts
SCHEDULE 9.01(viii)	Existing Liens
SCHEDULE 9.02(xx)	Disposition of Specified Assets
SCHEDULE 9.04(iv)	Existing Indebtedness
SCHEDULE 9.05(viii)	Existing Investments
SCHEDULE 12.03	Notices

EXHIBIT A-1	Form of Notice of Borrowing
EXHIBIT A-2	Form of Notice of Conversion/Continuation
EXHIBIT B-1	Form of U.S. Revolving Note
EXHIBIT B-2	Form of Canadian Revolving Note
EXHIBIT B-3	Form of Dutch Revolving Note
EXHIBIT B-4	Form of U.S. Swingline Note
EXHIBIT B-5	Form of Canadian Swingline Note
EXHIBIT B-6	Form of Dutch Swingline Note
EXHIBIT C	Form of U.S. Tax Compliance Certificate
EXHIBIT D	Form of Borrowing Base Certificate
EXHIBIT E	Form of Joinder Agreement
EXHIBIT F	Form of Solvency Certificate
EXHIBIT G	Form of Compliance Certificate
EXHIBIT H	Form of Assignment and Assumption Agreement

-v-

EXHIBIT I	Form of Assignment Notice
EXHIBIT J	Form of Borrower Designation Request and Assumption Agreement
EXHIBIT K	Form of Borrower Designation Notice
EXHIBIT L	Form of Subordinated Intercompany Note

-vi-

THIS CREDIT AGREEMENT, dated as of February 11, 2016, among SUNOPTA INC. (the “ Company ” or “ Canadian Parent Borrower ”; as hereinafter further defined), SUNOPTA FOODS, INC. (the “ U.S. Parent Borrower ”; as hereinafter further defined), THE ORGANIC CORPORATION B.V. (the “ Dutch Parent Borrower ”; as hereinafter further defined) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto from time to time, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent under the U.S. Subfacility (in such capacity, the “ U.S. Administrative Agent ”; as hereinafter further defined), and as a U.S. Issuing Bank and the U.S. Swingline Lender, BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as Administrative Agent under the Canadian Subfacility (in such capacity, the “ Canadian Administrative Agent ”; as hereinafter further defined), and as a Canadian Issuing Bank and the Canadian Swingline Lender, BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH), as Administrative Agent under the Dutch Subfacility (in such capacity, the “ Dutch Administrative Agent ”; as hereinafter further defined), and as a Dutch Issuing Bank and the Dutch Swingline Lender, and BANK OF AMERICA, N.A, as Collateral Agent (in such capacity, the “ Collateral Agent ”; as hereinafter further defined). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the form of Revolving Loans in an aggregate principal amount at any time outstanding not to exceed $350,000,000, consisting of (i) a U.S. Subfacility in an initial aggregate principal amount of $260,000,000 (the “ U.S. Subfacility ”), (ii) a Canadian Subfacility in an initial aggregate principal amount of $15,000,000 (the “ Canadian Subfacility ”) and (iii) a Dutch Subfacility in an initial aggregate principal amount of $75,000,000 (the “ Dutch Subfacility ” and, together with the U.S. Subfacility and Canadian Subfacility, the “ Subfacilities ”), (b) the Borrowers have requested that the Issuing Banks issue Letters of Credit in an aggregate Stated Amount at any time outstanding not to exceed (i) $50,000,000 under the U.S. Subfacility, (ii) $15,000,000 under the Canadian Subfacility and (iii) $20,000,000 under the Dutch Subfacility and (c) the Borrowers have requested the Swingline Lenders to extend credit in the form of Swingline Loans in an aggregate principal amount at any time outstanding not to exceed (i) $30,000,000 under the U.S. Subfacility, (ii) $3,000,000 under the Canadian Subfacility and (iii) $10,000,000 under the Dutch Subfacility.

NOW THEREFORE, the Lenders are willing to extend such credit to the Borrowers, the Swingline Lenders are willing to make Swingline Loans to the Borrowers and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers on the terms and subject to the conditions set forth herein.

Section 1 Definitions and Accounting Terms .

1.01. Defined Terms . As used in this Agreement, the following terms shall have the following meanings: “ Account Debtor ” shall mean any Person who may become obligated to another Person under, with respect to, or on account of, an Account.

“ Account Debtor Approved Countries ” shall mean the United States, Canada, the Netherlands, Germany, France, Italy, Belgium, Luxembourg, Denmark, Ireland, United Kingdom, Spain, Portugal, Austria, Finland, Sweden, Switzerland, Norway, Hong Kong, Singapore, Australia, New Zealand and Japan.

“ Accounts ” shall mean all “accounts,” as such term is defined in the UCC (or, with respect to any Canadian Credit Party, as defined in the PPSA), or, with respect to any Dutch Credit Party, all vorderingen (as used in the Dutch Civil Code), in any such case in which any Person now or hereafter has rights, including all rights to payment for goods sold or leased or for services rendered.

“ ACH ” shall mean automated clearing house transfers.

“ Acquired Entity or Business ” shall mean either (x) the assets constituting a business, division or product line of any Person not already a Subsidiary of the Company or (y) the Equity Interests of any Person, which Person shall, as a result of the respective acquisition, become a Restricted Subsidiary of the Company (or shall be merged, consolidated or amalgamated with and/or into the Company or a Restricted Subsidiary of the Company).

“ Additional Account Security Actions ” shall mean (i) with respect to any Accounts originated by any Borrower that are owed from Account Debtors located in the United Kingdom, such originating Borrower shall have duly authorized, executed and delivered an Assignment of Receivables governed by English law and covering all receivables owed by Account Debtors located in the United Kingdom (or, if, on or prior to the date of such Additional Account Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Assignment of Receivables, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Accounts, such originating Borrower shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in all Accounts originated by such Borrower that are owed from Account Debtors located in the United Kingdom (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)), (ii) with respect to any Accounts originated by any Borrower that are owed from Account Debtors located in Germany, such originating Borrower shall have duly authorized, executed and delivered a Security Assignment of Receivables governed by German law covering all receivables owed by Account Debtors located in Germany (or, if on or prior to the date of such Additional Account Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Security Assignment of Receivables, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Accounts, such originating Borrower shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in all Accounts originated by such Borrower that are owed from Account Debtors located in Germany (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)), (iii) with respect to any Accounts originated by any Borrower that are owed from Account Debtors located in France, such originating Borrower shall have duly authorized, executed and delivered a Pledge Over Receivables governed by French law, covering all receivables owed by Account Debtors located in France (or, if on or prior to the date of such Additional Account Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Pledge Over Receivables, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Accounts, such originating Borrower shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in all Accounts originated by such Borrower that are owed from Account Debtors located in France (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)) and (iv) with respect to any Accounts originated by any Borrower that are owed from Account Debtors located in any Account Debtor Approved Country (other than the United States, Canada, the Netherlands, the United Kingdom, Germany or France), such originating Borrower shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in all Accounts originated by such Borrower that are owed from Account Debtors located in such jurisdiction (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent); provided that no Credit Party shall be required to cause its legal counsel to delivery an opinion with respect to any document executed and delivered in connection with any Additional Account Security Action at the time of execution and delivery of such document or at any time thereafter.

-2-

“ Additional Inventory Security Actions ” shall mean (i) with respect to any Inventory that is located in the United Kingdom and owned by a Dutch Borrower, all Dutch Borrowers owning Inventory located in the United Kingdom shall have duly authorized, executed and delivered a Floating Charge Over Inventory governed by English law and taken all actions required thereunder or under applicable law to perfect the lien created thereunder (or, if on or prior to the date of such Additional Inventory Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Floating Charge Over Inventory, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory, all Dutch Borrowers owning Inventory located in the United Kingdom shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)), (ii) with respect to any Inventory that is located in Germany and owned by a Dutch Borrower, all Dutch Borrowers owning Inventory located in Germany shall have duly authorized, executed and delivered a Security Transfer Agreement governed by German Law that covers the location at which such Inventory resides and taken all actions required thereunder or under applicable law to perfect the lien created thereunder (or, if on or prior to the date of such Additional Inventory Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Security Transfer Agreement, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory, all Dutch Borrowers owning Inventory located in Germany shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)) and (iii) with respect to any Inventory that is located in France and owned by a Dutch Borrower, all Dutch Borrowers owning Inventory located in France shall have duly authorized, executed and delivered a Pledge Over Inventory governed by French law and taken all actions required thereunder or under applicable law to perfect the lien created thereunder (or, if on or prior to the date of such Additional Inventory Security Action, the Administrative Agent reasonably determines that, as a result of a change in any law that occurs after the Closing Date or for any other reason, the execution and delivery of such Pledge Over Inventory, when taken together with the actions required by the Collateral and Guarantee Requirement, would not be sufficient to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory, all Dutch Borrowers owning Inventory located in France shall have duly authorized, executed and delivered such documentation, and taken such other collateral security and perfection actions, deemed reasonably necessary by the Administrative Agent, when taken together with the actions required by the Collateral and Guarantee Requirement, to provide a valid and enforceable first priority (and perfected or equivalent) security interest in such Inventory (including any filings, notifications, registrations or other documentation deemed reasonably necessary by the Administrative Agent)); provided that no Credit Party shall be required to cause its legal counsel to delivery an opinion with respect to any document executed and delivered in connection with any Additional Inventory Security Action at the time of execution and delivery of such document or at any time thereafter; (for the avoidance of any doubt, if any additional Person owning Inventory located in the United Kingdom, France or Germany becomes a Dutch Borrower under this Agreement at any time, after the date, if any, when the Additional Inventory Security Actions have been satisfied in such jurisdiction, the Additional Inventory Security Actions shall be deemed no longer satisfied with respect to such jurisdiction until the date, if ever, upon which each such additional Dutch Borrower has satisfied the applicable requirements of this definition in such jurisdiction).

-3-

“ Additional Lenders ” shall have the meaning provided in Section 2.15(b) .

“ Additional Mortgages ” shall have the meaning provided in Section 8.10(f) .

“ Adjustment Date ” shall mean the first day of each of April, July, October and January, as applicable.

“ Administrative Agent ” shall mean the U.S. Administrative Agent, the Canadian Administrative Agent and/or the Dutch Administrative Agent, as the context may require, and shall include any successor to any such Administrative Agent appointed pursuant to Section 11.09; provided that in each instance in this Agreement or any other Credit Document that provides for an Administrative Agent to exercise its discretion (including the establishment or modification of Reserves or the exercise of Permitted Discretion) or provides for an Administrative Agent to provide any consent, determination or other judgment with regard to any action or inaction under this Agreement or any other Credit Document, the referenced, “Administrative Agent” shall mean the U.S. Administrative Agent.

“ Affiliate ” of any specified Person shall mean, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , that neither the Administrative Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Company or any Subsidiary thereof as a result of this Agreement, the extensions of credit hereunder or its actions in connection therewith.

“ Affiliate Transaction ” shall have the meaning provided in Section 9.06 .

-4-

“ Agent-Related Persons ” shall mean the Administrative Agents, the Collateral Agent, their respective Affiliates and the officers, directors, employees, agents and attorneys-in-fact of the Administrative Agents, the Collateral Agent and their respective Affiliates.

“ Agents ” shall mean the Administrative Agents and the Collateral Agent.

“ Agreement ” shall mean this Credit Agreement.

“ Agreement Currency ” shall have the meaning provided in Section 12.20 .

“ Alternative Currency ” shall mean Canadian Dollars, Euros, Sterling, Swiss Francs and any other currency (other than Dollars) that is approved in accordance with Section 1.08 .

“ Alternative Currency Equivalent ” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“ AML Legislation ” shall have the meaning provided in Section 12.17 .

“ Amort Cap ” shall have the meaning provided in the definition of the term “Amortization Reserve”.

“ Amortization Reserve ” shall mean any Reserve established or modified by the Administrative Agent in its Permitted Discretion in accordance with the provisions of Section 2.22 in the event that any Junior Debt instrument has an amortization schedule that requires annual principal payments exceeding 5.0% of the total principal amount of such Junior Debt (the “ Amort Cap ”) prior to the date that is 91 days after the Maturity Date, (it being understood that such Reserve shall be established with respect to amortization payments in excess of the Amort Cap against the assets included in the Borrowing Base on the date that is 91 days prior to each scheduled date of such Junior Debt amortization payments).

“ Anti-Terrorism Laws ” shall mean any Requirement of Law relating to terrorism or money laundering, including the PATRIOT Act, the Criminal Code R.S.C. 1985, c. c-46, as amended, AML Legislation, the United Nations Act, R.S.C. 1985 c. u-2, as amended, Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations al-Qaida and Taliban Regulations promulgated under the United Nations Act, the PCMLTFA, the Canadian Sanction Laws and DMLTFPA.

“ Applicable Margin ” shall mean the per annum percentage set forth below, as determined by the Average Availability as of the most recent Adjustment Date:

		U.S. Base Rate Loans,	Eurocurrency Rate
	Average Availability	Canadian Base Rate	Loans, B/A Equivalent
	(percentage of Line	Loans and Canadian	Loans and European
Level	Cap)	Prime Loans	Base Rate Loans
I	> 67%	0.25%	1.25%
II	> 33% < 67%	0.50%	1.50%
III	< 33%	0.75%	1.75%

-5-

Until completion of the first full fiscal quarter after the Closing Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease on each Adjustment Date based on Average Availability, as determined by the Administrative Agent’s system of record, and each such increase or decrease in the Applicable Margin shall be effective on the Adjustment Date occurring immediately after the last day of the fiscal quarter most recently ended. If (i) the Borrowers fail to deliver any Borrowing Base Certificate on or before the date required for delivery thereof or (ii) any Event of Default is continuing, then the Applicable Margin shall be determined as if Level III were applicable, from the first day of the calendar month following the date such Borrowing Base Certificate was required to be delivered or from the date such Event of Default occurred, as applicable, until two Business Days after the date of delivery of such Borrowing Base Certificate or when such Event of Default is no longer continuing.

“ Appraisal ” shall mean an appraisal, prepared on a basis reasonably satisfactory to the Administrative Agent (and, in the case of any appraisal of Real Property located in the United States, the U.S. Revolving Lenders and in the case of any appraisal of Real Property located in Canada, the Canadian Revolving Lenders; provided that any such Lenders shall be deemed satisfied with such appraisals if no objection is made within ten (10) Business Days of delivery to such Lender), setting forth the Net Orderly Liquidation Value percentage of any Inventory or Equipment, or the Fair Market Value of any Real Property (as the case may be), which appraisal shall be prepared in accordance with this Agreement by an appraiser selected by the Administrative Agent in its reasonable discretion.

“ Approved Fund ” shall mean any Person (other than a natural Person) engaged in making and holding revolving commitments of the type and under credit facilities similar to the credit facilities contemplated by this Agreement (including in one or more of the jurisdictions of organization of the Borrowers) in its ordinary course of business and consistent with its past practices that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Sale ” shall mean (a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (including by way of a Sale-Leaseback Transaction), of property or assets of the Company or any of the Restricted Subsidiaries (each referred to in this definition as a “ disposition ”) or (b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than any issuance or sale of Preferred Stock of Restricted Subsidiaries ~~issued in compliance with~~ not prohibited by Section 9.04 hereof), whether in a single transaction or a series of related transactions, in each case other than:

(i) any disposition of Investment Cash Equivalents or Investment Grade Securities or surplus, damaged, obsolete or worn-out assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable or commercially reasonable to maintain or useful in any material respect, taken as a whole, in the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole) or any disposition of inventory, services, accounts receivable, notes receivable or goods (or other assets) in the ordinary course of business or any disposition of Collateral or the discount or forgiveness of accounts receivable or the conversion of accounts receivable to notes receivable in the ordinary course of business in connection with the collection or compromise thereof, but in any event excluding Eligible Fee-Owned Real Estate and Eligible Equipment (to the extent any such Real Property or Equipment is at such time included in the Borrowing Base as Eligible Fee-Owned Real Estate and Eligible Equipment);

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(ii) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 9.11 hereof or any disposition that constitutes a Change of Control pursuant to this Agreement;

(iii) the making of any Restricted Payment that is permitted to be made, and is made, under Section 9.03 hereof, including the making of any Permitted Investments;

(iv) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate Fair Market Value of less than $5,000,000;

(v) any disposition of property or assets (including by way of liquidation or dissolution) or issuance or sale of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company, provided that, with respect to any disposition of property or assets or issuance or sale of securities by a Credit Party to a Restricted Subsidiary of the Company that is not a Credit Party (1) the portion (if any) of any such sale, disposition or contribution of property made for less than Fair Market Value and (2) any noncash consideration received in exchange for any such sale, disposition or contribution of property, shall in each case constitute an Investment in such Restricted Subsidiary that must be permitted by Section 9.05 ;

(vi) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(vii) foreclosures, condemnation, casualty, expropriation, forced disposition or any similar action with respect to assets or the granting of Liens not prohibited by this Agreement;

(viii) any financing transaction with respect to property (other than Real Property or Equipment that is at such time included in the Borrowing Base as Eligible Fee-Owned Real Estate and Eligible Equipment) built or acquired by the Company or any Restricted Subsidiary after the Closing Date, including Sale-Leaseback Transactions;

(ix) the sale, transfer or other disposition or unwinding of any Hedging Obligations;

(x) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company are not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole;

(xi) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by Section 9.04 hereof;

(xii) the granting of any option or other right to purchase, lease or otherwise acquire delinquent accounts receivable in the ordinary course of business;

(xiii) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

(xiv) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

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(xv) the licensing and sub-licensing of intellectual property or other general intangibles in the ordinary course of business or consistent with past practice;

(xvi) the granting of Liens not prohibited by Section 9.01 hereof;

(xvii) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(xviii) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable Requirement of Law;

(xix) transfers of property subject to Casualty Events upon receipt of the net cash proceeds of such Casualty Event; provided that any Investment Cash Equivalents received by the Company or any of the Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be net cash proceeds of an Asset Sale, and such net cash proceeds shall be applied in accordance with Section 9.02 hereof; and

(xx) the Opta Minerals Disposition and the disposition of other assets specifically identified by the Company on Schedule 9.02(xx) .

“ Assignment and Assumption Agreement ” shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit H (appropriately completed) or such other form as shall be reasonably acceptable to the Administrative Agent.

“ Availability Conditions ” shall mean and be deemed satisfied only if:

(a) the Dollar Equivalent of each Lender’s U.S. Revolving Exposure does not exceed such Lender’s U.S. Revolving Commitment;

(b) the Dollar Equivalent of each Lender’s Canadian Revolving Exposure does not exceed such Lender’s Canadian Revolving Commitment;

(c) the Dollar Equivalent of each Lender’s Dutch Revolving Exposure does not exceed such Lender’s Dutch Revolving Commitment;

(d) the aggregate U.S. Revolving Exposure does not exceed the U.S. Borrowing Base then in effect;

(e) the aggregate Canadian Revolving Exposure does not exceed the Canadian Borrowing Base then in effect; and

(f) the aggregate Dutch Revolving Exposure does not exceed the Dutch Borrowing Base then in effect.

“ Available Equity Amount Basket ” shall mean, at any time (the “Available Equity Amount Reference Time ”), a cumulative amount equal to (without duplication in the case of clauses (a) through (c)) (a) the net cash proceeds received from any new public or private issuances of Equity Interests of the Company ( or any Restricted Subsidiary (in each case, other than Disqualified Stock) to the extent such proceeds are contributed to the Company or such Restricted Subsidiary as Qualified Equity Interests within the 30 days immediately preceding the Available Equity Amount Reference Time, plus (b) the amount of all capital contributions to the Company or any Restricted Subsidiary made in Investment Cash Equivalents (other than Disqualified Stock) and made within the 30 days immediately preceding the Available Equity Amount Reference Time, plus (c) the net cash proceeds received by the Company or any Restricted Subsidiary from Indebtedness and Disqualified Stock issuances that have been incurred after the Closing Date and which have been exchanged or converted into Qualified Equity Interests within the 30 days immediately preceding the Available Equity Amount Reference Time, minus (d) the sum, without duplication, and, without taking into account the proposed portion of the Available Equity Amount Basket calculated above to be used at the applicable Available Equity Amount Reference Time, of:

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(i) the aggregate amount of any Investments made by the Borrower or any Restricted Subsidiary using the Available Equity Amount Basket after the Closing Date and prior to the Available Equity Amount Reference Time; and

(ii) the aggregate amount of any Restricted Payments and Restricted Junior Debt Prepayments made by the Borrower using the Available Equity Amount Basket after the Closing Date and prior to the Available Equity Amount Reference Time.

“ Available Equity Amount Reference Time ” shall have the meaning provided in the definition of the term “Available Equity Amount Basket”.

“ Average Availability ” shall mean, at any Adjustment Date, the average daily Total Excess Availability for the fiscal quarter period immediately preceding such Adjustment Date.

“ Average Usage ” shall mean, at any Adjustment Date, the average daily aggregate Revolving Exposure for the applicable Subfacility (excluding any Revolving Exposure resulting from any outstanding Swingline Loans) for the fiscal quarter period immediately preceding such Adjustment Date divided by the Revolving Commitments in respect of such Subfacility at such time.

“ B/A Equivalent Loan ” shall mean a Canadian Revolving Loan (other than a Canadian Prime Loan), or portion thereof, funded in Canadian Dollars and bearing interest calculated by reference to the Canadian B/A Rate.

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

“ Bail-In Legislation ” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing Requirement of Law for such EEA Member Country.

“ BANA ” shall mean Bank of America, N.A. and its permitted successors and permitted assigns.

“ Bank of Canada Overnight Rate ” shall mean the Bank of Canada overnight rate, which is the rate of interest charged by the Bank of Canada on one-day loans to financial institutions, for such day.

“ Bank Product ” shall mean any of the following products, services or facilities extended to any Borrower or any of Company’s Restricted Subsidiaries: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower, other than Letters of Credit.

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“ Bank Product Debt ” shall mean Indebtedness and other obligations (including Hedging Obligations and Cash Management Obligations) of a Borrower or any of Company’s Restricted Subsidiaries relating to Bank Products.

“ Bankruptcy Code ” shall have the meaning provided in Section 10.05 .

“ Base Rate Loans ” shall mean Canadian Base Rate Loans, U.S. Base Rate Loans and/or European Base Rate Loans, as the context may require.

“ BIA ” shall mean the Bankruptcy and Insolvency Act (Canada), as amended.

“ Board of Directors ” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“ Borrower Designation Notice ” shall have the meaning provided in Section 2.21(a) .

“ Borrower Designation Request and Assumption Agreement ” shall have the meaning provided in Section 2.21(a) .

“ Borrowers ” shall mean the U.S. Borrowers, the Canadian Borrowers and the Dutch Borrowers, as the context requires.

“ Borrowing ” shall mean the borrowing of the same Type and Class of Revolving Loan by the Borrowers from all the Lenders having Commitments on a given date (or resulting from a conversion or conversions on such date), having in the case of Eurocurrency Rate Loans, the same Interest Period and in the case of B/A Equivalent Loans, the same Contract Period; provided that U.S. Base Rate Loans, European Base Rate Loans, Canadian Base Rate and Canadian Prime Loans incurred pursuant to Section 3.01(b) shall be considered part of the related Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, as applicable.

“ Borrowing Base ” shall mean (a) with respect to the U.S. Revolving Commitment, the U.S. Borrowing Base, (b) with respect to the Canadian Revolving Commitment, the Canadian Borrowing Base, (c) with respect to the Dutch Revolving Commitment, the Dutch Borrowing Base and (d) the sum of the U.S. Borrowing Base, the Canadian Borrowing Base and the Dutch Borrowing Base, as the context may require. The Borrowing Base or any component thereof at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.15(a) .

“ Borrowing Base Cash Equivalents ” shall mean:

(a) Dollars, Canadian Dollars, Euro, Pounds Sterling or yen;

(b) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or Canada any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(c) certificates of deposit, time deposits and Eurodollar time deposits with maturities of 12 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

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(d) investments in fully collateralized repurchase agreements with a term of not more than 30 days for underlying securities of the types described in clauses (b) and (c) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (c) above; and

(e) commercial paper (i) maturing not more than 270 days after the date of purchase and (ii) issued by a corporation (other than a Credit Party or any Affiliate of a Credit Party) with a rating, at the time as of which any determination thereof is to be made, of “P-1” or higher by Moody’s or “A-1” or higher by S&P (or equivalent rating in the case of Borrowing Base Cash Equivalents held by a Foreign Subsidiary of the Company) .

“ Borrowing Base Certificate ” shall mean a certificate of a Responsible Officer of the Company in substantially in the form of Exhibit D or such other form as shall be reasonably acceptable to the Administrative Agent.

“ Borrowing Base Reallocation Notice ” shall have the meaning provided in the definition of the term “Canadian Borrowing Base”.

“ Borrowing Minimum ” shall mean (a) in the case of a Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Canadian Dollars, C$1,000,000, (c) in the case of a Borrowing denominated in Euro, €1,000,000, (d) in the case of a Borrowing denominated in Sterling, £1,000,000, (e) in the case of a Borrowing denominated in Swiss Francs, 1,000,000 Fr. and (f) in the case of a Borrowing denominated in any other Alternative Currency, such amount as may be agreed by the applicable Administrative Agent and the Company.

“ Borrowing Multiple ” shall mean (a) in the case of a Borrowing denominated in Dollars, $500,000, (b) in the case of a Borrowing denominated in Canadian Dollars, C$500,000, (c) in the case of a Borrowing denominated in Euro, €500,000, (d) in the case of a Borrowing denominated in Sterling, £500,000, (e) in the case of a Borrowing denominated in Swiss Francs, 500,000 Fr. and (f) in the case of a Borrowing denominated in any other Alternative Currency, such amount as may be agreed by the applicable Administrative Agent and the Company.

“ Business Day ” shall mean (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in New York City, Chicago, Toronto, Ontario, Canada, London, England or Amsterdam, the Netherlands a legal holiday or a day on which banking institutions are authorized or required by Requirement of Law or other government action to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Rate Loans, any day which is a Business Day described in clause (i) above and which is also a day for trading by and between banks in the New York or London interbank Eurodollar market.

“ Canadian Administrative Agent ” shall have the meaning provided in the preamble hereto and any successor thereto appointed pursuant to Section 11.09 .

“ Canadian B/A Rate” shall mean, for any day, the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed B/A Equivalent Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Local Time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Local Time on the immediately preceding Business Day); provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the average of the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Local Time on such day at which two or more Canadian chartered banks listed on Schedule 1 of the Bank Act (Canada), as selected by the Canadian Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term).

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“ Canadian Base Rate ” shall mean, for any day, the per annum rate of interest equal to the greatest of (a) the rate of interest in effect for such day or so designated from time to time by BANA(acting through its Canada branch) as its “base rate” for commercial loans made by it in Dollars, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer; (b) the Federal Funds Rate for such day, plus 0.50% per annum; or (c) the Eurocurrency Rate for a one-month interest period as determined on such day, plus 1.00% . Any change in such rate announced by BANA (acting through its Canada branch) shall take effect at the opening of business on the day specified in the public announcement thereof.

“ Canadian Base Rate Loan ” shall mean a Canadian Revolving Loan denominated in U.S. Dollars that bears interest based on the Canadian Base Rate.

“ Canadian Blocked Persons ” shall have the meaning provided in the definition of the term “Eligible Account Debtor”.

“ Canadian Borrower ” shall mean the Canadian Parent Borrower and each Canadian Subsidiary of the Company that executes a counterpart hereto and to any other applicable Credit Document to become a Borrower, whether on the Closing Date or after the Closing Date in accordance with Section 2.21 .

“ Canadian Borrowing Base ” shall mean, at the time of any determination, an amount equal to the sum of the Dollar Equivalent, without duplication, of

(a) (I) 85% of the aggregate Outstanding Balance of Eligible Canadian Accounts of the Canadian Borrowers (other than Eligible Insured and Letter of Credit Backed Accounts) at such time plus (II) 90% of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit Backed Accounts of the Canadian Borrowers at such time; plus

(b) the lesser of (i) the lesser of 70% of the Cost or Fair Market Value of Eligible Canadian Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value of Eligible Canadian Inventory at such time; plus

(c) the lesser of (x) 75% of the appraised Fair Market Value of Eligible Canadian Real Estate (the “ Canadian Real Estate Component ”), plus 85% of the appraised Net Orderly Liquidation Value of the Eligible Canadian Equipment (the “ Canadian Equipment Component ”), and (y) $50,000,000 (taken together with amounts included in the U.S. Borrowing Base pursuant to clause (c) thereof) (the “ Canadian Fixed Asset Amount ”); provided that, commencing with the Borrowing Base calculation delivered for June 30, 2016: (i) the Canadian Real Estate Component shall be reduced quarterly based on a 15-year straight-line depreciation schedule, (ii) the Canadian Equipment Component shall be reduced quarterly based on a 7-year straight-line depreciation schedule and (iii) the Canadian Fixed Asset Amount shall be reduced quarterly pursuant to the depreciation schedule set forth as Schedule 1.01D hereto; provided, further, that, if a Fixed Asset Reappraisal Event occurs and the Company chooses to have the Canadian Borrowing Base calculated based on the updated information set forth in the relevant Appraisals (and including only the Eligible Equipment and Eligible Fee-Owned Real Estate so appraised), then, commencing with the Borrowing Base calculation delivered immediately after the date of such Fixed Asset Reappraisal Event until such time as a further additional Appraisal is completed, if ever, on the applicable assets, the amortization of the Canadian Real Estate Component and the Canadian Equipment Component shall be reset so that (i) the Canadian Real Estate Component shall be reduced quarterly based on a 15-year straight-line depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event and the Canadian Equipment Component shall be reduced quarterly based on a 7-year straight-line depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event and (ii) the Canadian Fixed Asset Amount shall be reduced pursuant to an updated depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event of the type set forth as Schedule 1.01D, which will reflect the then current mix of Eligible Canadian Real Estate and Eligible Canadian Equipment; plus

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(d) 100% of the unrestricted Borrowing Base Cash Equivalents of the Canadian Borrowers (to the extent held in segregated Deposit Accounts in Canada maintained with BANA or any other Lender reasonably satisfactory to the Administrative Agent and, in each case, subject to Deposit Account Control Agreements in favor of the Collateral Agent) so long as, if such segregated Deposit Accounts are maintained with Lenders other than BANA, the Canadian Administrative Agent receives daily reports of the cash balances under such segregated Deposit Accounts reasonably acceptable to the Administrative Agent; plus

(e) if requested by the Company to the Administrative Agent as noted in the then current Borrowing Base Certificate (any such included request, a “ Borrowing Base Reallocation Notice ”), a portion of the positive amount, if any, by which the Dutch Borrowing Base and/or the U.S. Borrowing Base exceed the total Dutch Revolving Exposure and/or U.S. Revolving Exposure of all Lenders on the date of such request, may be reallocated to the Canadian Borrowing Base; provided that a Borrowing Base Reallocation Notice may only be delivered once in any calendar month, and shall set forth the requested reallocation of available Borrowing Base among Subfacilities, and which reallocation shall become effective upon confirmation by the Administrative Agent that such reallocation would not cause the Revolving Exposure under any Subfacility to exceed the Borrowing Base for the applicable Subfacility, and which reallocation shall remain effective thereafter until such time, if any, as a new Borrowing Base Reallocation Notice is received and has become effective; minus

(f) the portion of the Canadian Borrowing Base, if any, that is reallocated to the U.S. Borrowing Base and/or the Dutch Borrowing Base pursuant to clause (e) of the definition of the term “U.S. Borrowing Base” and/or clause (c) of the definition of the term “Dutch Borrowing Base,” respectively; minus

(g) any Reserves established or modified from time to time by the Administrative Agent in the exercise of its Permitted Discretion in accordance with the provisions of Section 2.22 ;

The Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.15(a) , adjusted as necessary (pending the delivery of a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale or the acquisition of any assets in a Permitted Acquisition or similar Investment (or any event or circumstance which, pursuant to the eligibility rules set forth in the definitions of Eligible Account, Eligible Equipment, Eligible Inventory, Eligible Insured and Letter of Credit Backed Accounts or Eligible Fee-Owned Real Estate, renders any such Account, Equipment, Inventory or Real Property eligible or ineligible for inclusion in the Canadian Borrowing Base after delivery of the most recent Borrowing Base Certificate). The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall reasonably determine and the Administrative Agent will notify the Company in writing promptly after making any such correction.

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“ Canadian Collateral ” shall mean all the “Collateral” (or equivalent term) as defined in each Canadian Security Agreement and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by any Canadian Credit Parties pursuant to any Canadian Security Document.

“ Canadian Collection Account ” shall have the meaning provided in Section 8.15(c)(iii) .

“ Canadian Credit Party ” shall mean the Canadian Borrowers and each Canadian Subsidiary Guarantor.

“ Canadian Dilution Reserve ” shall mean, at any date, (i) the amount (stated in percentage terms) by which the consolidated Dilution Ratio of Eligible Canadian Accounts exceeds five percent (5%) multiplied by (ii) the Eligible Canadian Accounts on such date.

“ Canadian Dollars ” and “ C$ ” shall mean the lawful currency of Canada.

“ Canadian Dominion Account ” shall have the meaning provided in Section 8.15(c)(i) .

“ Canadian Employee Benefits Legislation ” shall mean the Pension Benefits Act (Ontario) and any regulations promulgated thereunder, and any Canadian federal, provincial or local counterparts or equivalents.

“ Canadian Equipment Component ” shall have the meaning provided in the definition of the term “Canadian Borrowing Base”.

“ Canadian Fixed Asset Amount ” shall have the meaning provided in the definition of the term “Canadian Borrowing Base”.

“ Canadian Issuing Bank ” shall mean, as the context may require, (a) BANA (acting through its Canada branch) or any Affiliates or branches of BANA with respect to Canadian Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.13(i) and 2.13(k) , with respect to Canadian Letters of Credit issued by such Lender; (c) with respect to any Existing Letter of Credit set forth on Part A of Schedule 1.01B , the Lender which is the issuer of such Existing Letter of Credit; or (d) collectively, all of the foregoing.

“ Canadian LC Credit Extension ” shall mean, with respect to any Canadian Letter of Credit, the issuance, amendment or renewal thereof or extension of the expiry date thereof, or the increase of the Stated Amount thereof.

“ Canadian LC Disbursement ” shall mean a payment or disbursement made by a Canadian Issuing Bank pursuant to a Canadian Letter of Credit.

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“ Canadian LC Documents ” shall mean all documents, instruments and agreements delivered by a Canadian Borrower or any other Person to a Canadian Issuing Bank or the Administrative Agent in connection with any Canadian Letter of Credit.

“ Canadian LC Exposure ” shall mean at any time the sum of (a) the aggregate undrawn Stated Amount of all outstanding Canadian Letters of Credit at such time plus (b) the aggregate principal amount of all Canadian LC Disbursements that have not yet been reimbursed at such time. The Canadian LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate Canadian LC Exposure at such time.

“ Canadian LC Obligations ” shall mean the sum (without duplication) of (a) all amounts owing by the Canadian Borrowers in respect of any Canadian LC Disbursements (including any bankers’ acceptances or other payment obligations arising therefrom) and (b) the Stated Amount of all outstanding Canadian Letters of Credit.

“ Canadian LC Sublimit ” shall mean $15,000,000.

“ Canadian Letter of Credit ” shall mean any letters of credit issued or to be issued by the Canadian Issuing Bank under the Canadian Subfacility requested by a Canadian Borrower, if any, pursuant to Section 2.13 .

“ Canadian Line Cap ” shall mean, at any time, an amount that is equal to the lesser of (a) the Canadian Revolving Commitments and (b) the Canadian Borrowing Base.

“ Canadian Parent Borrower ” shall have the meaning provided in the recitals hereto and shall include, any successor thereto permitted under Section 9.11 .

“ Canadian Pension Plan ” shall mean each pension, supplementary pension, retirement savings or other retirement income plan or arrangement of any kind, registered or non-registered, established, maintained or contributed to by the Company or another Canadian Credit Party for its or any of its current or previous Affiliates’ Canadian employees or former employees and includes for greater certainty “target benefit” and “multi- employer pension plans” as defined in the Pension Benefits Act (Ontario) and all Ontario Pension Plans but shall not include the Canada Pension Plan (CPP) as maintained by the government of Canada or the Quebec Pension Plan (QPP) as maintained by the government of Quebec or similar plan maintained by any other province in Canada.

“ Canadian Prime Loan ” shall mean a Canadian Revolving Loan to the Canadian Borrowers denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

“ Canadian Prime Rate ” shall mean, on any date, the per annum rate of interest equal to the greatest of (a) the rate of interest in effect for such day or so designated from time to time by BANA (acting through its Canada branch) as its “prime rate” for commercial loans made by it in Canada in Canadian Dollars, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer; (b) the Bank of Canada Overnight Rate for such day, plus 0.50%; or (c) the Canadian B/A Rate for a one month interest period as determined on such day plus 1.00% . Any change in such rate announced by BANA (acting through its Canada branch) shall take effect at the opening of business on the day specified in the public announcement thereof.

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“ Canadian Priority Payables ” shall mean, at any time, with respect to the Canadian Borrowing Base:

(a) the amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining unpaid at the time of determination by any Canadian Borrower (or any other Person for which any Canadian Borrower has joint and several liability), for which each Canadian Borrower has an obligation to remit to a Governmental Authority or other Person pursuant to any applicable Requirement of Law, in respect of (i) pension fund obligations including wind-up deficiencies on any wind-up or termination of any Ontario Pension Plan and employee and employer pension plan contributions (including “normal cost,” “special payments” and any other payments in respect of any funding deficiency or shortfall), (ii) employment insurance, (iii) goods and services taxes, sales taxes, employee income taxes, excise tax and other taxes payable or to be remitted or withheld, (iv) workers’ compensation, (v) wages, salaries, commission or compensation, including vacation pay, and (vi) other like charges and demands; in each case in respect of which any Governmental Authority or other Person may claim a security interest, hypothecation, prior claim, trust or other claim or Lien ranking or capable of ranking in priority to or equal in priority with one or more of the Liens granted pursuant to the Security Documents (a “ Priority Lien ”); and

(b) the aggregate amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining unpaid at the time of determination of any other liabilities of the Canadian Borrowers (or any other Person for which the Canadian Borrowers have joint and several liability) (i) in respect of which a trust has been or may be imposed on Collateral of any Canadian Borrower to provide for payment or (ii) which are secured by a security interest, hypothecation, prior claim, pledge, charge, right, or claim or other Lien on any Collateral of any Canadian Borrower, in each case pursuant to any applicable Requirement of Law and which trust, security interest, hypothecation, prior claim, pledge, charge, right, claim or other Lien ranks or is capable of ranking in priority to or equal in priority with one or more of the Liens granted in the Security Documents.

“ Canadian Priority Payables Reserve ” shall mean, on any date of determination for the Canadian Borrowing Base, a reserve established from time to time by the Administrative Agent in its Permitted Discretion in an amount up to, but not in excess of, the amount of Canadian Priority Payables set forth on the most recent Borrowing Base Certificate (as the same may be reduced or increased by the next succeeding Borrowing Base Certificate) delivered to the Administrative Agent pursuant to Section 8.15(a) .

“ Canadian Protective Advances ” shall have the meaning provided in Section 2.18 .

“ Canadian Real Estate Component ” shall have the meaning provided in the definition of the term “Canadian Borrowing Base”.

“ Canadian Restricted Subsidiary ” shall mean any Canadian Subsidiary that is a Restricted Subsidiary.

“ Canadian Revolving Borrowing ” shall mean a Borrowing comprised of Canadian Revolving Loans.

“ Canadian Revolving Commitment ” shall mean, with respect to each Canadian Revolving Lender, the commitment, if any, of such Lender to make Canadian Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “Canadian Revolving Commitment,” or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its Canadian Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 , (b) reduced or increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04 . The aggregate amount of the Canadian Revolving Lenders’ Canadian Revolving Commitments on the Closing Date is $15,000,000.

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“ Canadian Revolving Exposure ” shall mean, with respect to any Canadian Revolving Lender at any time, the aggregate principal amount at such time of all outstanding Canadian Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s Canadian LC Exposure, plus the aggregate amount of such Lender’s Canadian Swingline Exposure.

“ Canadian Revolving Lender ” shall mean any Lender under the Canadian Subfacility. Each Canadian Revolving Lender (or any Affiliate or branch of any such Lender that is acting on behalf of such Lender) that is not resident in Canada or is deemed not to be resident in Canada for purposes of the ITA, shall be a financial institution that deals at arm’s length with the Canadian Borrowers for purposes of the ITA.

“ Canadian Revolving Loans ” shall mean advances made to or at the instructions of a Canadian Borrower pursuant to Section 2.01(ii) hereof under the Canadian Subfacility.

“ Canadian Revolving Note ” shall mean each revolving note substantially in the form of Exhibit B-2 hereto.

“ Canadian Sanction Laws ” shall mean the Special Economic Measures Act of Canada and similar Requirements of Law of Canada in respect to sanctioned persons.

“ Canadian Security Agreements ” shall mean, each of (i) the Canadian Security Agreement dated as of the Closing Date, by and between the Collateral Agent and each of the Canadian Credit Parties and (ii) the Deed of Hypothec governed by the laws of the province of Quebec, dated on or after the Closing Date, by and between the Collateral Agent and Tradin Organics USA LLC (the “ Quebec Hypothec ”).

“ Canadian Security Documents ” shall mean each Canadian Security Agreement and, after the execution and delivery thereof, each Mortgage executed and delivered by any Canadian Credit Party with respect to any Real Property of such Canadian Credit Party and each other document executed and delivered by any Canadian Credit Party pursuant to which a Lien is granted (or purported to be granted) in favor of the Collateral Agent to secure the Obligations, and each document, if any, executed and delivered by any Canadian Credit Party pursuant to the Additional Account Security Actions.

“ Canadian Subfacility ” shall have the meaning provided in the recitals hereto.

“ Canadian Subsidiary ” shall mean any Subsidiary of the Company organized now or hereinafter under the laws of Canada or a province or territory thereof.

“ Canadian Subsidiary Guarantor ” shall mean each Canadian Restricted Subsidiary (other than the Canadian Borrowers) in existence on the Closing Date (other than any Excluded Subsidiary), as well as each Canadian Restricted Subsidiary established, created or acquired after the Closing Date which becomes a party to this Agreement as a Guarantor in accordance with the Collateral and Guarantee Requirement.

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“ Canadian Swingline Commitment ” shall mean the commitment of the Canadian Swingline Lender to make loans under the Canadian Subfacility pursuant to Section 2.12, as the same may be reduced from time to time pursuant to Section 2.07 .

“ Canadian Swingline Exposure ” shall mean, at any time, the aggregate principal amount at such time of all outstanding Canadian Swingline Loans. The Canadian Swingline Exposure of any Canadian Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Canadian Swingline Exposure at such time.

“ Canadian Swingline Lender ” shall mean BANA (acting through its Canada branch) and its permitted successors and permitted assigns.

“ Canadian Swingline Loan ” shall mean any Loan made by the Canadian Swingline Lender pursuant to Section 2.12 .

“ Canadian Swingline Note ” shall mean each swingline note substantially in the form of Exhibit B-5 hereto.

“ Capital Expenditures ” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by the Company and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and its Restricted Subsidiaries, (b) all Capitalized Software Expenditures and Capitalized Research and Development Costs during such period and (c) all fixed asset additions financed through Capitalized Lease Obligations incurred by the Company and its Restricted Subsidiaries and recorded on the balance sheet in accordance with GAAP during such period; provided that the term “Capital Expenditures” shall not include, without duplication:

(i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds or compensation awards paid on account of a Casualty Event,

(ii) the purchase price of equipment that is purchased simultaneously with the trade in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time,

(iii) the purchase of property, plant or equipment to the extent financed with the proceeds of Asset Sales or other dispositions outside the ordinary course of business,

(iv) rental expenses of the Company and its Restricted Subsidiaries under operating leases for real or personal property (including in connection with Sale-Leaseback Transactions),

(v) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for, or reimbursed, by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period, it being understood, however, that only the amount of expenditures actually provided or incurred by the Company or any Restricted Subsidiary in such period and not the amount required to be provided or incurred in any future period shall constitute “Capital Expenditures” in the applicable period),

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(vi) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired,

(vii) any expenditures made as payments of the consideration for a Permitted Acquisition (or Investments similar to those made for a Permitted Acquisition) and any amounts recorded pursuant to purchase accounting required under GAAP pertaining to Permitted Acquisitions (or Investments similar to those made for a Permitted Acquisition),

(viii) any capitalized interest expense and internal costs reflected as additions to property, plant or equipment in the consolidated balance sheet of the Company and its Restricted Subsidiaries or capitalized as Capitalized Software Expenditures and Capitalized Research and Development Costs for such period, or

(ix) any non-cash compensation or other non-cash costs reflected as additions to property, plant and equipment, Capitalized Software Expenditures and Capitalized Research and Development Costs in the consolidated balance sheet of the Company and its Restricted Subsidiaries.

“ Capital Stock ” shall mean:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease Obligation ” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided , however , that any obligations relating to a lease that was accounted for by the Company as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date shall be accounted for as an operating lease and not a Capitalized Lease Obligation for all purposes under this Agreement.

“ Capitalized Research and Development Costs ” shall mean, for any period, all research and development costs that are, or are required to be, in accordance with GAAP, reflected as capitalized costs on the consolidated balance sheet of the Company and its Restricted Subsidiaries.

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“ Capitalized Software Expenditures ” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Company and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Company and the Restricted Subsidiaries.

“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the applicable Administrative Agent for deposit into the LC Collateral Account, for the benefit of the applicable Administrative Agent, the applicable Issuing Banks and/or the applicable Swingline Lenders (as applicable) and the Lenders under the applicable Subfacility, cash as collateral for the LC Exposure, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), in each case under the applicable Subfacility, in accordance with Section 2.13(j) . “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Dominion Period ” shall mean (a) each period beginning on a date when Total Excess Availability shall have been less than the greater of (i) 10% of the Line Cap and (ii) $20,000,000, in either case for five consecutive Business Days, and ending on such date as Total Excess Availability shall have been at least equal to the greater of (i) 10% of the Line Cap and (ii) $20,000,000 for a period of 30 consecutive calendar days or (b) upon the occurrence of an Event of Default, the period that such Event of Default shall be continuing.

“ Cash Management Agreement ” shall mean any agreement entered into from time to time by the Company or any of the Company’s Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“ Cash Management Bank ” shall mean any Lender, any Agent or any Affiliate of the foregoing at the time it provides any Cash Management Services or any Person that shall have become a Lender, an Agent or an Affiliate of a Lender or an Agent at any time after it has provided any Cash Management Services (including if such Cash Management Services were provided on the Closing Date, the Closing Date).

“ Cash Management Obligations ” shall mean obligations owed by the Company or any Restricted Subsidiary to any Cash Management Bank in respect of Cash Management Services.

“ Cash Management Services ” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft ACH fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other cash management services, including any Cash Management Agreements.

“ Casualty Event ” shall mean any event that gives rise to the receipt by the Company or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CCAA ” shall mean the Companies’ Creditors Arrangement Act (Canada), as amended.

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“ CDOR ” shall have the meaning provided in the definition of the term “Eurocurrency Rate”.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq .

“ CFC ” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code that is a direct or indirect Subsidiary of the U.S. Parent Borrower.

“ Change of Control ” shall mean the occurrence of any of the following after the Closing Date:

(a) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Credit Party;

(b) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Company; or

( c d ) ~~either~~ ~~the U.S. Parent Borrower~~ or the Dutch Parent Borrower ceasing to be a Wholly-Owned Subsidiary of the Company.

Notwithstanding the preceding, a conversion of the Company or any of the Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests for another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who beneficially owned the Capital Stock of the Company immediately prior to such transactions continue to beneficially own in the aggregate more than 50% of the Voting Stock of such entity and no “person,” beneficially owns more than 50% of the Voting Stock of such entity.

“ Class ” (a) when used with respect to Lenders, shall refer to whether such Lender has a Loan, Protective Advances or Commitment with respect to the U.S. Subfacility, the Canadian Subfacility, the Dutch Subfacility or an Incremental FILO Facility, as applicable, (b) when used with respect to Commitments, refers to whether such Commitments are U.S. Revolving Commitments, Canadian Revolving Commitments, Dutch Revolving Commitments, Extended Revolving Commitments under a particular Subfacility or Commitments under any Incremental FILO Facility and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans under the U.S. Subfacility, Loans under the Canadian Subfacility, Loans under the Dutch Subfacility, Extended Revolving Loans under a particular Subfacility, Loans under an Incremental FILO Facility or Protective Advances under the U.S. Subfacility, the Canadian Subfacility or the Dutch Subfacility.

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“ Closing Date ” shall mean February 11, 2016.

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

“ Collateral ” shall mean (i) the “Collateral” as defined in the Security Agreements, (ii) all the “Collateral” or “Pledged Assets” (or similar term) as defined in any other Security Documents, (iii) Mortgaged Property and (iv) any other assets pledged or in which a Lien is granted (or purported to be granted), in each case, pursuant to any Security Document or is required to be granted in accordance with the Collateral and Guarantee Requirement.

“ Collateral Access Agreement ” shall mean any landlord waiver, bailee letter or other agreement, in form and substance reasonably satisfactory to the Administrative Agent, between the Collateral Agent and any third party (including any landlord, bailee, consignee, customs broker or other similar Person) in possession of any Collateral or any landlord for any Real Property of any Borrower where any Collateral is located.

“ Collateral Agent ” shall mean BANA, as collateral agent, and shall include any permitted successors and permitted assigns.

“ Collateral and Guarantee Requirement ” shall mean, at any time, the requirement that:

(a) the Collateral Agent shall have received each Security Document required to be delivered on the Closing Date pursuant to Section 5.09 or, after the Closing Date, pursuant to Section 8.10 or Section 8.11 at such time required by such section to be delivered in each case, duly executed by each Credit Party thereto;

(b) all Obligations shall have been unconditionally guaranteed (the “ Guarantees ”) by (i) each Wholly-Owned Restricted Subsidiary of the Company that is a Domestic Subsidiary, a Canadian Subsidiary, or a Dutch Subsidiary (other than in any such case, any such Subsidiary that is (x) a Borrower or (y) an Excluded Subsidiary) and (ii) each Borrower ( provided that no Borrower shall provide a Guarantee with respect to its own Obligations);

(c) the Obligations and the Guarantees shall have been secured pursuant to the Security Agreements by a security interest in (i) all ~~the~~ Equity Interests of the Borrowers (other than Equity Interests of the Company and any non-Voting Stock of the U.S. Parent Borrower that is not held directly by a Credit Party ) and (ii) all Equity Interests (other than Excluded Assets) held directly by any Borrower or any Subsidiary Guarantor in any Subsidiary (and, in each case, the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, if applicable);

(d) except to the extent otherwise provided hereunder or under any Security Document, the Obligations and the Guarantees shall have been secured by a perfected security interest in, and pledges on, substantially all tangible and intangible assets of the Borrowers and each Subsidiary Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment property, Intellectual Property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the priority required by the relevant Security Documents required by the Collateral and Guarantee Requirement and any such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreement, to the extent applicable; provided that security interests in Real Property shall be limited to the Mortgaged Properties;

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(e) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 9.01 ;

(f) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be delivered pursuant to Section 5.15 (if applicable), Section 8.10 and Section 8.11 duly executed and delivered by the record owner of such property and (ii) such other Related Real Estate Documents with respect to each Material Real Property required to be delivered pursuant to Section 5.15 (if applicable), Section 8.03, Section 8.10 and Section 8.11 ; provided that, for Real Property that is designated as located in a Special Flood Hazard Area, if after use of commercially reasonable efforts, the applicable Credit Party is unable to obtain evidence of flood insurance that is reasonably acceptable to the Administrative Agent or the U.S. Revolving Lenders required to be delivered pursuant to Section 5.15, Section 8.03(b), Section 8.10 and Section 8.11, then no Mortgage or Related Real Estate Documents shall be required to be delivered with respect to such Real Property for which the evidence of flood insurance was not acceptable to the Administrative Agent or the U.S. Revolving Lenders; and

(g) (i) except with respect to intercompany Indebtedness, if any, if Indebtedness for borrowed money in a principal amount in excess of $2,500,000 (individually) is owing to any Credit Party and such Indebtedness is evidenced by a promissory note, the Collateral Agent shall have received such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank and (ii) with respect to intercompany Indebtedness, all Indebtedness of the Company and each of its Restricted Subsidiaries that is owing to any Credit Party (or Person required to become a Credit Party) shall be evidenced by the Subordinated Intercompany Note, and the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Company, each such Restricted Subsidiary and each such other Credit Party, together with undated instruments of transfer with respect thereto endorsed in blank;

The foregoing definition shall not require the creation or perfection of pledges of, or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as the Administrative Agent and the Company agree in writing that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Secured Creditors therefrom.

The Administrative Agent and the Collateral Agent may grant extensions of time for the provision or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Credit Parties on such date) where the Administrative Agent reasonably determines, in consultation with the Company, that provision or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Credit Document to the contrary (but without limiting (x) any requirement to take any Additional Account Security Action set forth in the definition of the term “Eligible Accounts” solely for the purpose of determining the eligibility of Accounts originated by any Credit Party that are owed from Account Debtors located in any Account Debtor Approved Country (other than the United States, Canada or the

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Netherlands) for inclusion in the applicable Borrowing Base or (y) any requirement to take any Additional Inventory Security Action set forth in the definition of the term “Eligible Inventory” solely for the purpose of determining the eligibility of any Inventory owned by a Dutch Credit Party and located in the United Kingdom, France or Germany for inclusion in the Dutch Borrowing Base), (a) with respect to leases of Real Property entered into by any Credit Party, such Credit Party shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases (including requirements to deliver landlord lien waivers, estoppels and collateral access letters without limiting the provisions set forth in the definition of the term “Eligible Inventory”), (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent, the Collateral Agent and the Company, (c) the Collateral and Guarantee Requirement shall not apply to any of the following assets: (i) any fee-owned Real Property that is not a Material Real Property and any leasehold interests in Real Property, (ii) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction) after giving effect to the applicable anti-assignment clauses of the UCC, PPSA and other applicable Requirements of Law in the Netherlands, other than the proceeds and products thereof the assignment of which is expressly deemed effective under the UCC, PPSA or any similar applicable Requirements of Law in the Netherlands notwithstanding such prohibition, (iii) motor vehicles, aircraft, aircraft engines and other assets and personal property subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC or PPSA financing statement or equivalent filing under other similar Requirements of Law in the Netherlands, (iv) letter of credit rights (except to the extent perfection can be accomplished through the filing of UCC-1, PPSA or RDPRM financing statements or equivalent filing under other similar the Requirements of Law in the Netherlands), (v) commercial tort claims with an individual value of less than $2,500,000, (vi) assets and personal property for which a pledge thereof or a security interest therein is prohibited by applicable Requirements of Law (including any legally effective requirement to obtain the consent of any Governmental Authority) after giving effect to the applicable anti-assignment clauses of the UCC, PPSA and other applicable Requirements of Law in the Netherlands, other than the proceeds and products thereof the assignment of which is expressly deemed effective under the UCC, PPSA or any similar applicable Requirements of Law in the Netherlands notwithstanding such prohibition, (vii) any “margin stock” and Equity Interests of any Person (other than any direct Wholly Owned Restricted Subsidiary of any Borrower or any Subsidiary Guarantor) to the extent, and for so long as, the pledge of such Equity Interests would be prohibited by the terms of any applicable joint venture agreement or shareholders’ agreement applicable to such Person, after giving effect to the applicable anti-assignment clauses of the UCC, PPSA and other applicable Requirements of Law, (viii) Equity Interests of any Unrestricted Subsidiary (including Equity Interests of Opta Minerals Inc.) and Equity Interests of Coöperatie SunOpta U.A., (ix) any Equity Interests of any CFC or FSHCO directly owned by any U.S. Credit Party that are voting Capital Stock of such CFC or FSHCO in excess of 65% of the outstanding Equity Interests that are voting Capital Stock of such CFC or FSHCO (including for the avoidance of doubt, any instrument treated as Capital Stock for U.S. federal income tax purposes), (x) assets and personal property to the extent a security interest in such assets or personal property would result in material adverse tax consequences as reasonably determined by the Company in consultation with the Administrative Agent and notified in writing by the Company to the Administrative Agent, (xi) any intent-to-use trademark application prior to the filing of a “Statement of Use” with respect thereto, (xii) any Contractual Requirement, license or permit to which a Credit Party or any of their property (including personal property) is subject, and any property subject to a purchase money security interest, capital lease or similar arrangement with any Person if, to the extent, and for so long as, the grant of a Lien t hereon to secure the Obligations constitutes a breach of, a violation of, or a default under, or invalidation of, or creates a right of termination in favor of any party (other than any Borrower or Guarantor) to, such Contractual Requirement, license, permit, purchase money arrangement, capital lease or similar arrangement (but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under, the UCC, PPSA or any similar applicable Requirement of Law in the Netherlands), (xiii) any Deposit Accounts described in clause (i) or (ii) of the definition of the term “Excluded Accounts” and (xiv) any property or assets acquired after the Closing Date (including any property acquired through any acquisition, consolidation, amalgamation or merger of a Person, but excluding any assets or property included in the Borrowing Base), if at the time of such acquisition, the granting of a security interest therein or a pledge thereof is prohibited by any Contractual Requirement to the extent and for so long as such Contractual Requirement prohibits such security interest or pledge (the assets excluded pursuant to this clause (c) and pursuant to the second preceding paragraph of this definition, collectively, the “ Excluded Assets ”; provided that notwithstanding anything herein to the contrary, Excluded Assets shall not include any proceeds, replacements or substitutions of Collateral (unless such proceeds, replacements or substitutions otherwise constitute Excluded Assets), (d) control agreements shall not be required with respect to any Deposit Accounts, securities accounts, futures accounts or commodities accounts except to the extent set forth in Section 8.15 , (e) share certificates of Immaterial Subsidiaries shall not be required to be delivered, (f) pledges over shares of Immaterial Subsidiaries owned by the Dutch Credit Parties shall not be required to be delivered, (g) promissory notes evidencing Indebtedness for borrowed money in a principal amount less than or equal to $2,500,000 (individually) owing to any Credit Party shall not be required to be delivered and (h) no actions shall be required to be taken outside the United States, Canada and the Netherlands to (i) create a security interest in assets titled or located outside of the United States, Canada and the Netherlands or (ii) perfect or make enforceable any security interest in any such assets, other than actions required to be taken in the United Kingdom pursuant to Section 8.15 to create and perfect or make enforceable any security interest in the Dutch Collection Account or the Dutch Dominion Account.

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“ Collection Accounts ” shall mean, collectively, the U.S. Collection Accounts, the Canadian Collection Accounts and the Dutch Collection Accounts.

“ Commitment ” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, LC Commitment or Swingline Commitment, or any Extended Revolving Commitment.

“ Commitment Adjustment Date ” shall have the meaning provided in Section 2.20(a) .

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

“ Company ” shall have the meaning provided in the preamble hereto and shall include, if applicable, any Successor Company.

“ Compliance Certificate ” shall mean a certificate of the Responsible Officer of the Company substantially in the form of Exhibit G hereto or such other form as may be reasonably satisfactory to the Administrative Agent.

“ Consolidated Cash Interest Expense ” shall mean “Consolidated Interest Expense,” but calculated excluding (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs including original issue discount, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, (iv) penalties and interest related to Taxes, but including any cash costs otherwise excluded by the definition thereof and (v) any capitalized interest or payment in kind interest.

“ Consolidated Depreciation and Amortization Expense ” shall mean with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person, including the amortization of intangible assets, deferred financing costs and fees, debt issuance costs, commissions, fees and expenses of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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“ Consolidated EBITDA ” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by the following, in each case (other than clause (m)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, provincial, franchise, excise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (17) of the definition of the term “Consolidated Net Income”; plus

(b) Indenture Fixed Charges of such Person for such period (including (w) net losses on Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains with respect to such obligations, (x) bank fees and other financing fees, (y) costs of surety bonds in connection with financing activities and (z) amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(v) through (z) in the definition thereof); plus

(d) the amount of any restructuring charges, accruals or reserves, equity-based or non-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and Investments and costs related to the closure and/or consolidation of facilities; provided that the aggregate amount added pursuant to this clause (d), when taken together with the aggregate amounts added pursuant to clause (m) below, for any Test Period shall not exceed an amount equal to 20.0% of Consolidated EBITDA for such Test Period prior to giving effect to any adjustments pursuant to this clause (d) and clause (m) below; plus

(e) any other non-cash charges (including (i) any write-offs or write-downs, (ii) losses on sales, disposals or abandonment of, or any improvement charges or asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities and (iii) all losses from investments) ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Company may elect not to add back such non-cash charge in the current period and (B) to the extent the Company elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

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(f) the amount of any non-controlling or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus

(g) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock); plus

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(i) any net loss from disposed, abandoned or discontinued operations; plus

(j) any (i) salary, benefit and other direct savings resulting from workforce reductions by such Person implemented or reasonably expected to be implemented within the 12 months following such period, (ii) severance or relocation costs or expenses of such Person during such period and (iii) costs and expenses incurred after the Closing Date related to employment of terminated employees incurred by such Person during such period; plus

(k) any proceeds from business interruption, casualty or liability insurance received by such Person during such period, to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income; plus

(l) to the extent actually reimbursed (and not otherwise included in arriving at Consolidated Net Income), expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition or merger involving the Company or any of its Subsidiaries; plus

(m) the amount of net cost savings and synergies projected by the Company in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Company) and which are expected to be realized within 12 months of the date thereof in connection with the Transactions, future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized during such period from such actions); provided that such cost savings are reasonably identifiable and factually supportable; provided that the aggregate amount added back pursuant to this clause (m), when taken together with the aggregate amounts added pursuant to clause (d) above, for any Test Period shall not exceed an amount equal to 20.0% of Consolidated EBITDA for such Test Period prior to giving effect to any adjustments pursuant to this clause (m) and clause (d) above;

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(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; plus

(b) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase Consolidated EBITDA in such prior period; plus

“ Consolidated Fixed Charge Coverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA for the Test Period most recently completed on or prior to such date of determination minus the sum of (i) the aggregate amount of all Capital Expenditures made by the Company and its Restricted Subsidiaries during such Test Period (other than Capital Expenditures to the extent financed with net cash proceeds received by the Company or any of its Restricted Subsidiaries from issuances of Equity Interests, net cash proceeds received by the Company or any of its Restricted Subsidiaries from dispositions or Casualty Events, or net cash proceeds received by the Company or any of its Restricted Subsidiaries from the incurrence of long-term Indebtedness, but including Capital Expenditures to the extent financed with proceeds of Loans) plus (ii) the amount of all cash payments made during such Test Period made by Company and its Restricted Subsidiaries in respect of income taxes (net of cash income tax refunds received during such Test Period) (excluding such cash payments related to asset sales not in the ordinary course of business) to (b) Consolidated Fixed Charges for such Test Period.

“ Consolidated Fixed Charges ” shall mean, as of any date of determination, the sum determined on a consolidated basis of (a) Consolidated Cash Interest Expense of the Company and its Restricted Subsidiaries for the Test Period most recently completed on or prior to such date of determination plus (b) the scheduled principal payments made during such Test Period on all Indebtedness for borrowed money and Capital Lease Obligations of the Company and its Restricted Subsidiaries (other than payments by the Company or any of its Restricted Subsidiaries to the Company or to any other Restricted Subsidiary) due and payable in cash during such Test Period plus (c) the aggregate amount of all regularly scheduled Restricted Payments paid in cash by the Company with respect to its Equity Interests during such Test Period and (except solely for purposes of calculating the Consolidated Fixed Charge Coverage Ratio in connection with Section ~~9.11~~ 9.12 ) all other Restricted Payments made in cash during such period in reliance on Section 9.03 (b) (ix) , Section 9.03 (b) (x) to the extent such Restricted Payments are made in reliance of clause (c) of the definition of the “Available Equity Amount Basket” or Section 9.03 (b) (xi) .

“ Consolidated Interest Expense ” shall mean, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense in respect of Indebtedness of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest charges (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Agreements with respect to Indebtedness, and excluding (v) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with any acquisition, (w) penalties and interest relating to taxes, (x) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (y) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and discounted liabilities and (z) any accretion of accrued interest on discounted liabilities); plus

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(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains, losses or charges (including all fees and expenses relating thereto and including relating to any multi-year strategic initiatives), including, without limitation, expenses incurred in connection with the Transactions, any expenses relating to severance, relocation costs, integration costs, transition costs, preopening, opening, consolidation and closing costs for facilities, one-time compensation costs, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, costs incurred in connection with acquisitions, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, restructuring and duplicative running costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded;

(3) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments (including any disposal of abandoned or discontinued operations) or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business as determined in good faith by the Company shall be excluded;

(4) the Net Income for such period of any Person that is an Unrestricted Subsidiary or any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in Investment Cash Equivalents (or to the extent converted into Investment Cash Equivalents) to the Company or a Restricted Subsidiary thereof in respect of such period and the net losses of any such Person shall only be included to the extent funded with cash from the Company or any Restricted Subsidiary;

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(5) effects of adjustments (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries) in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other noncash charges in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or, if applicable, purchase accounting in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(6) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(7) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, goodwill, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(8) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock, profit interests or other rights or equity or equity-based incentive programs (“ equity incentives ”) shall be excluded and any cash charges associated with the equity incentives or other long-term incentive compensation plans, rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of the Company, shall be excluded;

(9) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, asset sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to any Indebtedness, the offering and issuance of the Second Lien Notes and other securities and the syndication and incurrence of any debt facilities or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long term indebtedness), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement, the Second Lien Loan Agreement or the Second Lien Notes Indenture) and including, in each case, any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805, Business Combinations), shall be excluded;

(10) accruals and reserves that are established or adjusted twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded;

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(11) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;

(12) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation, shall be excluded;

(13) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of FASB Accounting Standards Codification 815 shall be excluded;

(14) any net unrealized gain or loss (after any offset) resulting in such period from currency translation and transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other monetary assets and liabilities and any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items, shall be excluded;

(15) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, Guaranty, or any comparable regulation, shall be excluded;

(16) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, shall be excluded; and

(17) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement.

“ Consolidated Secured Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) all Indebtedness of the Company and the Restricted Subsidiaries that is secured by a Lien on any assets of the Company and the Restricted Subsidiaries as of the last day of the Test Period most recently completed on or prior to such date of determination minus Investment Cash Equivalents (in each case, free and clear of all Liens, other than Permitted Liens) included on the consolidated balance sheet of the Company as of the end of such Test Period to (b) Consolidated EBITDA of the Company and the Restricted Subsidiaries for such Test Period, in each case (i) with such pro forma adjustments to Investment Cash Equivalents and Consolidated EBITDA and (ii) giving pro forma effect to the incurrence of any Indebtedness that is incurred at the time of or in connection with the event giving rise to the measurement of the Consolidated Secured Leverage Ratio.

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“ Consolidated Total Assets ” shall mean, as at any date of determination, the total assets of the Company and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company or such other Person as of the last day of the Test Period most recently completed on or prior to such date of determination.

“ Contingent Obligation ” shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Contract Period ” shall mean the term of any B/A Equivalent Loan which shall be of one, two, three or six months, as selected by the applicable Canadian Borrower in accordance with Section 2.03 or Section 2.08 , (i) initially, commencing on the date of such B/A Equivalent Loan and (ii) thereafter, commencing on the day on which the immediately preceding Contract Period expires; provided that (a) if a Contract Period would otherwise expire on a day that is not a Business Day, such Contract Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Contract Period shall expire on the immediately preceding Business Day; (b) any Contract Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Contract Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Contract Period with respect to any portion of a B/A Equivalent Loan shall extend beyond the Maturity Date.

“ Contractual Obligation ” shall mean an obligation under any Contractual Requirement.

“ Contractual Requirement ” shall have the meaning provided in Section 7.03 .

“ Corrective Extension Amendment ” shall have the meaning provided in Section 2.19(e) .

“ Cost ” shall mean, with respect to any Inventory or Equipment, the cost of purchase of such Inventory or Equipment determined according to accounting policies used in the preparation of the Company’s Section 8.01 Financials and valued on a first in, first out basis.

“ Co-Syndication Agents ” shall mean Rabobank Nederland, Canadian Branch and Bank of Montreal, in their respective capacities as co-syndication agents, as applicable, under this Agreement.

“ Credit Documents ” shall mean this Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, each Security Document, any intercreditor agreement contemplated by this Agreement (including the Intercreditor Agreement), each Incremental Revolving Commitment Agreement and each Extension Agreement.

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“ Credit Event ” shall mean the making of any Loan, including any Swingline Loan.

“ Credit Extension ” shall mean, as the context may require, (i) a Credit Event or (ii) a LC Credit Extension; provided that “Credit Extensions” shall not include conversions and continuations of outstanding Loans.

“ Credit Parties ” shall mean the U.S. Credit Parties, the Canadian Credit Parties and the Dutch Credit Parties, as the context requires.

“ Credit Party Guarantee ” shall mean the guarantee of each Credit Party pursuant to Section 13 .

“ CRR ” shall mean (a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and (b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“ Data Protection Directive ” shall mean Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

“ Debtor Relief Laws ” shall mean the Bankruptcy Code of the United States, BIA, CCAA and WURA and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada, the Netherlands or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” shall mean any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two Business Days; (b) has notified the Administrative Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three Business Days following request by the Administrative Agent or any Borrower, to confirm in a manner reasonably satisfactory to the Administrative Agent and Company that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an insolvency proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, provincial, federal or foreign regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided , however , that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an Equity Interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject such Lender’s agreements.

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“ Deposit Account Control Agreement ” shall mean a Deposit Account blocked control agreement to be executed by each institution maintaining a Deposit Account (other than an Excluded Account) for a Borrower or any other Credit Party, in each case as required by, and in accordance with the terms of, Section 8.15 and in form and substance reasonably satisfactory to the Administrative Agent.

“ Designated Jurisdiction ” shall mean any country or territory to the extent that such country or territory itself is the subject of comprehensive country- or territory-wide Sanctions.

“ Designated Non-Cash Consideration ” shall mean the Fair Market Value, as set forth in an officer’s certificate of a Responsible Officer, of non-cash consideration received by the Company or any of the Restricted Subsidiaries in connection with an Asset Sale, less the amount of Investment Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-Cash Consideration; provided that such disposition is in compliance with Section 9.02 .

“ Designated Preferred Stock ” shall mean Preferred Stock of the Company or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an officer’s certificate executed by Responsible Officer of the Company or the applicable parent company thereof, as the case may be, on the issuance date thereof.

“ Dilution Factors ” shall mean, without duplication, with respect to any period, the aggregate amount of all bad debt write-downs, discounts, credits, returns, rebates, and other dilutive items.

“ Dilution Ratio ” shall mean, at any date, as to the Accounts owned by any Person, the amount (expressed as a percentage) that is the result of dividing (a) the Dollar Equivalent of the applicable Dilution Factors for the twelve most recently ended fiscal months with respect to such Person’s Accounts, by (b) the Dollar Equivalent of such Person’s total gross sales with respect to their Accounts for the twelve most recently ended fiscal months.

“ Dilution Reserve ” shall mean, (i) in the case of the Canadian Borrowing Base, the Canadian Dilution Reserve, (ii) in the case of the U.S. Borrowing Base, the U.S. Dilution Reserve and (iii) in the case of the Dutch Borrowing Base, the Dutch Dilution Reserve.

“ Disqualified Stock ” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is puttable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the Maturity Date or the date the Obligations are paid in full; provided , that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided , further , that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant of the Company, any of its Subsidiaries, or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Company (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations.

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“ Distribution Conditions ” shall mean, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

(i) as of the date of any such Restricted Payment or Restricted Junior Debt Prepayment, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing,

(ii) as of the date of any such Restricted Payment or Restricted Junior Debt Prepayment, and after giving effect thereto, the Total Excess Availability on such date, and during the immediately preceding 30 consecutive day period (assuming such Restricted Payment or Restricted Junior Debt Prepayment occurred on the first day of such 30 consecutive day period) shall have been not less than the greater of (x) 15.0% of the Line Cap and (y) $30,000,000,

(iii) the Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis for such Restricted Payment or Restricted Junior Debt Prepayment, as the case may be, shall be no less than 1.0 to 1.0; provided that this clause (iii) shall not apply if, as of the date of any such Restricted Payment or Restricted Junior Debt Prepayment, and after giving effect thereto, the Total Excess Availability on such date, and during the immediately preceding 30 consecutive day period (assuming such Restricted Payment or Restricted Junior Debt Prepayment occurred on the first day of such 30 consecutive day period) shall have been not less than the greater of (x) 20.0% of the Line Cap and (y) $40,000,000, and

(iv) for any Restricted Payment and/or Restricted Junior Debt Prepayment exceeding $15,000,000 in the aggregate, the Administrative Agent shall have received a certificate of a Responsible Officer of the Company certifying as to compliance with the preceding clauses (other than with respect to the portion of any 30 consecutive day period prior to the date of such Restricted Payment and/or Restricted Junior Debt Prepayment that has not occurred as of the date such certificate is delivered) and demonstrating (in reasonable detail) the calculations required thereby, in form and substance reasonably satisfactory to the Administrative Agent, not less than two (2) Business Days prior to the date of such Restricted Payment and/or Restricted Junior Debt Prepayment (or such shorter period as may be agreed upon in writing by the Administrative Agent).

“ DMLTFPA ” shall mean the Dutch Money Laundering and Terrorism Financing Prevention Act ( Wet ter voorkoming van witwassen en financieren van terrorisme ).

“ Documentation Agent ” shall mean JPMorgan Chase Bank, N.A., in its capacity as documentation agent under this Agreement.

“ Dodd-Frank and Basel III ” shall have the meaning provided in Section 3.01(d) .

“ Dollar Equivalent ” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined at such time on the basis of the Spot Rate for the purchase of Dollars with such currency at such time.

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“ Domestic Restricted Subsidiary ” shall mean any Domestic Subsidiary that is a Restricted Subsidiary.

“ Domestic Subsidiary ” shall mean any Subsidiary of the Company organized under the laws of the United States, any state thereof or the District of Columbia.

“ Dominion Account ” shall have the meaning provided in Section 8.15(c)(i) .

“ Dutch Administrative Agent ” shall have the meaning provided in the preamble hereto and any successor thereto appointed pursuant to Section 11.09 .

“ Dutch Borrowers ” shall mean the Dutch Parent Borrower and each Dutch Subsidiary of the Company that executes a counterpart hereto and to any other applicable Credit Document to become a Borrower, whether on the Closing Date or after the Closing Date in accordance with Section 2.21 .

“ Dutch Borrowing Base ” shall mean, at the time of any determination, an amount equal to the sum of the Dollar Equivalent, without duplication, of

(a) (I) 85% of the aggregate Outstanding Balance of Eligible Dutch Accounts of the Dutch Borrowers (other than Eligible Insured and Letter of Credit Backed Accounts) at such time plus (II) 90% of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit Backed Accounts of the Dutch Borrowers at such time; plus

(b) the lesser of (i) 70% of the lesser of the Cost or Fair Market Value of Eligible Dutch Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value of Eligible Dutch Inventory at such time; plus

(c) if a Borrowing Base Reallocation Notice is delivered by the Company, a portion of the positive amount, if any, by which the Canadian Borrowing Base and the U.S. Borrowing Base exceed the total Canadian Revolving Exposure and/or U.S. Revolving Exposure of all Lenders on the date of such delivery, may be reallocated to the Dutch Borrowing Base (subject to the North American Minimum Requirement); provided that a Borrowing Base Reallocation Notice may only be delivered once in any calendar month, and shall set forth the requested reallocation of available Borrowing Base among Subfacilities, and which reallocation shall become effective upon confirmation by the Administrative Agent that such reallocation would not cause the Revolving Exposure under any Subfacility to exceed the Borrowing Base for the applicable Subfacility, and which reallocation shall remain effective thereafter until such time, if any, as a new Borrowing Base Reallocation Notice is received and has become effective; minus

(d) the portion of the Dutch Borrowing Base, if any, that is reallocated to the Canadian Borrowing Base and/or U.S. Borrowing Base pursuant to clause

(e) of each of the definitions of Canadian Borrowing Base and U.S. Borrowing Base; minus (e) any Reserves established or modified from time to time by the Administrative Agent in with the exercise of its Permitted Discretion in accordance with the provisions of Section 2.22 ;

The Dutch Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.15(a) , adjusted as necessary (pending the delivery of a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale or the acquisition of any assets in a Permitted Acquisition or similar Investment (or any event or circumstance which, pursuant to the eligibility rules set forth in the definitions of Eligible Account, Eligible Inventory or Eligible Insured and Letter of Credit Backed Accounts, renders any such Account or Inventory eligible or ineligible for inclusion in the Dutch Borrowing Base after delivery of the most recent Borrowing Base Certificate). The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall reasonably determine and the Administrative Agent will notify the Company in writing promptly after making any such correction.

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“ Dutch Collateral ” shall mean all the “Collateral” (or equivalent term) as defined in each Dutch Security Agreement and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by any Dutch Credit Parties pursuant to any Dutch Security Document.

“ Dutch Collection Account ” shall have the meaning provided in Section 8.15(c)(iv) .

“ Dutch Credit Party ” shall mean the Dutch Borrowers and each Dutch Subsidiary Guarantor.

“ Dutch Dilution Reserve ” shall mean, at any date, (i) the amount by which the consolidated Dilution Ratio of Eligible Dutch Accounts exceeds five percent (5%) multiplied by (ii) the Eligible Dutch Accounts on such date.

“ Dutch Dominion Account ” shall have the meaning provided in Section 8.15(c)(i) .

“ Dutch Issuing Bank ” shall mean, as the context may require, (a) BANA (acting through its London branch) or any Affiliates or branches of BANA with respect to Dutch Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.13(i) and 2.13(k) , with respect to Dutch Letters of Credit issued by such Lender; (c) with respect to any Existing Letter of Credit set forth on Part B of Schedule 1.01B, the Lender which is the issuer of such Existing Letter of Credit; or (d) collectively, all of the foregoing.

“ Dutch Labour Standards Acts ” shall mean, collectively, (i) the Dutch Minimum Wage and Minimum Holiday Allowance Act ( Wet minimumloon en minimumvakantiebijslag ), (ii) the Dutch Equal Treatment Act ( Algemene wet gelijke behandeling ), (iii) the Dutch Working Hours Act ( Arbeidstijdenwet ) and (iv) the Dutch Working Conditions Act ( Arbeidsomstandighedenwet ).

“ Dutch LC Credit Extension ” shall mean, with respect to any Dutch Letter of Credit, the issuance, amendment or renewal thereof or extension of the expiry date thereof, or the increase of the Stated Amount thereof.

“ Dutch LC Disbursement ” shall mean a payment or disbursement made by the Dutch Issuing Bank pursuant to a Dutch Letter of Credit.

“ Dutch LC Documents ” shall mean all documents, instruments and agreements delivered by a Dutch Borrower or any other Person to a Dutch Issuing Bank or the Administrative Agent in connection with any Dutch Letter of Credit.

“ Dutch LC Exposure ” shall mean at any time the sum of (a) the aggregate undrawn Stated Amount of all outstanding Dutch Letters of Credit at such time plus (b) the aggregate principal amount of all Dutch LC Disbursements that have not yet been reimbursed at such time. The Dutch LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate Dutch LC Exposure at such time.

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“ Dutch LC Obligations ” shall mean the sum (without duplication) of (a) all amounts owing by the Dutch Borrowers in respect of any Dutch LC Disbursements (including any bankers’ acceptances or other payment obligations arising therefrom) and (b) the Stated Amount of all outstanding Dutch Letters of Credit.

“ Dutch LC Sublimit ” shall mean $20,000,000.

“ Dutch Letter of Credit ” shall mean any letters of credit issued or to be issued by the Dutch Issuing Bank under the Dutch Subfacility requested by a Dutch Borrower pursuant to Section 2.13 .

“ Dutch Line Cap ” shall mean, at any time, an amount that is equal to the lesser of (a) the Dutch Revolving Commitments and (b) the Dutch Borrowing Base.

“ Dutch Parent Borrower ” shall have the meaning provided in the recitals hereto and shall include any successor thereto permitted under Section 9.11 .

“ Dutch Parent Borrower Disposition ” shall have the meaning provided in Section 2.07(c).

“ Dutch Pension Plan ” shall mean the pension plan applicable to each Dutch Credit Party.

“ Dutch Pension Regulations ” shall mean the Dutch pension act ( pensioenwet ).

“ Dutch Pledges Over Shares ” shall have the meaning provided to such term in Section 5.09 .

“ Dutch Protective Advance ” shall have the meaning provided in Section 2.18 .

“ Dutch Restricted Subsidiary ” shall mean any Dutch Subsidiary that is a Restricted Subsidiary.

“ Dutch Revolving Borrowing ” shall mean a Borrowing comprised of Dutch Revolving Loans.

“ Dutch Revolving Commitment ” shall mean, with respect to each Dutch Revolving Lender, the commitment, if any, of such Lender to make Dutch Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “Dutch Revolving Commitment,” or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its Dutch Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 , (b) reduced or increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04 . The aggregate amount of the Dutch Revolving Lenders’ Dutch Revolving Commitments on the Closing Date is $75,000,000.

“ Dutch Revolving Exposure ” shall mean, with respect to any Dutch Revolving Lender at any time, the aggregate principal amount at such time of all outstanding Dutch Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s Dutch LC Exposure, plus the aggregate amount of such Lender’s Dutch Swingline Exposure.

“ Dutch Revolving Lender ” shall mean any Lender under the Dutch Subfacility.

“ Dutch Revolving Loans ” shall mean advances made to or at the instructions of a Dutch Borrower pursuant to Section 2.01(iii) hereof under the Dutch Subfacility.

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“ Dutch Revolving Note ” shall mean each revolving note substantially in the form of Exhibit B-3 hereto.

“ Dutch Security Agreements ” shall mean (i) the Deed of Pledge Over Shares in Crown of Holland B.V. and Tradin Organic Agriculture B.V., dated as of the Closing Date, by and between the Collateral Agent and each of the Dutch Credit Parties party thereto,(ii) the Deed of Pledge Over Shares in The Organic Corporation B.V., by and between the Collateral Agent and each of the Dutch Credit Parties party thereto, (iii) the Deed of Pledge Over 65% of the Shares in Trabocca B.V., dated as of the Closing Date, by and between the Collateral Agent and each of the Dutch Credit Parties party thereto, (iv) the Deed of Omnibus Pledge, dated as of the Closing Date, by and between the Collateral Agent and each of the Dutch Credit Parties, and (v) Deed of Pledge Over Bank Accounts dated as of the Closing Date, by and between the Collateral Agent and each of the Dutch Credit Parties party thereto, which in each case shall be governed by the laws of the Netherlands.

“ Dutch Security Documents ” shall mean the Dutch Security Agreements, and, after the execution and delivery thereof, each other document executed and delivered by any Dutch Credit Party pursuant to which a Lien is granted (or purported to be granted) in favor of the Collateral Agent to secure the Obligations, each document, if any, executed and delivered by any Dutch Credit Party pursuant to the Additional Inventory Security Actions and each document, if any, executed and delivered by any Dutch Credit Party pursuant to the Additional Account Security Actions.

“ Dutch Subfacility ” shall have the meaning provided in the recitals hereto.

“ Dutch Subsidiary ” shall mean any Subsidiary of the Company incorporated now or hereinafter under the laws of The Netherlands.

“ Dutch Subsidiary Guarantor ” shall mean each Dutch Restricted Subsidiary (other than the Dutch Borrowers) in existence on the Closing Date (other than any Excluded Subsidiary), as well as each Dutch Restricted Subsidiary established, created or acquired after the Closing Date which becomes a party to this Agreement as a Guarantor in accordance with the requirements of the Collateral and Guarantee Requirement.

“ Dutch Swingline Commitment ” shall mean the commitment of the Dutch Swingline Lender to make loans under the Dutch Subfacility pursuant to Section 2.12 , as the same may be reduced from time to time pursuant to Section 2.07 .

“ Dutch Swingline Exposure ” shall mean, at any time, the aggregate principal amount at such time of all outstanding Dutch Swingline Loans. The Dutch Swingline Exposure of any Dutch Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Dutch Swingline Exposure at such time.

“ Dutch Swingline Lender ” shall mean BANA (acting through its London branch), its permitted successors and permitted assigns.

“ Dutch Swingline Loan ” shall mean any Loan made by the Dutch Swingline Lender pursuant to Section 2.12 .

“ Dutch Swingline Note ” shall mean each swingline note substantially in the form of Exhibit B-6 hereto.

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“ Dutch Works Council Act ” shall mean the Netherlands Works Council Act ( Wet op de ondernemingsraden ).

“ Dutch Works Council Act Event ” shall mean any breach of any of the obligations of any Dutch Credit Party arising from, pursuant to or in relation to the provisions of the Dutch Works Council Act.

“ EEA Financial Institution ” shall mean (i) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (ii) any Person established in an EEA Member Country that is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated supervision with its parent;

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

“ EEA Resolution Authority ” shall mean any Governmental Authority of any EEA Member Country having responsibility for the resolution of any EEA Financial Institution.

“ Electronic Platform ” shall have the meaning provided in the definition of the term “Spot Rate”. “ Eligible Account ” shall mean, at any time, an Account created by a Borrower in the ordinary course of its business, that arise out of its sale of goods (other than promotional products not held for sale) or rendition of services:

(a) that is subject to a perfected (or the equivalent) first priority Lien, in accordance with the Collateral and Guarantee Requirement only, in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(b) that is not subject to any Lien other than (i) a Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents, and (ii) a Lien (if any) permitted by Section 9.01 which Permitted Lien shall rank junior in priority to the Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(c) that (i) is evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent (or in a form required by any Account Debtor so long as such form is reasonably satisfactory to the Administrative Agent), and which has been sent to the Account Debtor (which may include electronic transmission) and (ii) does not represent a progress billing, sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis;

(d) the Account Debtor of which is an Eligible Account Debtor and is not an Affiliate of any Borrower;

(e) that is not owing from an Account Debtor that is an agency, department or instrumentality of the federal government of the United States, any government of any state thereof, of the federal government of Canada, or the government of any province, territory or subdivision thereof or, to the extent applicable and subject to Requirement of Law having similar effect to the Assignment of Claims Act of 1940 or the Financial Administration Act (Canada), that is an agency, department or instrumentality of the government of any country other than the United States or Canada unless (A) the applicable Borrower shall have satisfied the requirements of (x) the Assignment of Claims Act of 1940 in the case of Accounts owing from any agency, department or instrumentality of the federal government of the United States, (y) the Financial Administration Act (Canada) in the case of Accounts owing from an agency, department or instrumentality of the federal government of Canada or (z) if applicable, any similar state, provincial, territorial, or subdivision legislation or any similar foreign legislation, in the case of Accounts owing from any other applicable government agency, department or instrumentality; and, in each such case, the Administrative Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such Account Debtor;

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(f) that is not subject to any late payment for longer than 60 days according to its original terms of sale or 90 days after the date of the original invoice therefor;

(g) that is not the obligation of an Account Debtor (other than an individual) of which 50% or more of the Dollar Equivalent amount of all Accounts owing by such Account Debtor are, based on the most recent Borrowing Base Certificate, ineligible under the criteria set forth in clause (f) above;

(h) that is not subject to any deduction, offset, counterclaim, defense or dispute (other than (i) sales discounts given in the ordinary course of the applicable Borrower’s business and reflected in the amount of such Account as set forth in the invoice or other supporting material therefor or (ii) an offset or counterclaim of a nature specifically addressed in the determination of the applicable Borrowing Base); provided , however , that if an Account satisfies all of the requirements of an Eligible Account other than this clause (h), such Account shall be an Eligible Account, but only to the extent of the amount of such Account that exceeds any such deduction, offset, counterclaim, defense or dispute or other conditions; provided that, if the Administrative Agent in its Permitted Discretion has established an appropriate Reserve and determines to include such Account as an Eligible Account or such Account Debtor has entered into an agreement reasonably acceptable to the Administrative Agent to waive such rights, such Account shall be included as an Eligible Account.

(i) that is denominated and payable only in Dollars, Canadian Dollars, Euros, Pounds Sterling or Swiss Francs;

(j) such Account is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(k) that, together with the contract evidencing such Account, does not contravene in any material respect any Requirement of Law applicable thereto (including, without limitation, Requirement of Law relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) in a manner that would affect the enforceability of such Account and with respect to which none of the Borrowers or the Account Debtor is in violation of any such Requirement of Law in any material respect in a manner that would affect the enforceability of such Account;

(l) that arises under a contract which restricts in a legally enforceable manner the ability of the Administrative Agent, Collateral Agent or Lenders to exercise their rights under the Credit Documents, including, without limitation, their right to review the related invoice or the payment terms of such contract;

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(m) in the case of an Account originated by a Canadian Borrower, the Account Debtor of which has a billing address in Canada and that was not issued for an amount in excess of the Fair Market Value of the merchandise or services provided by the Canadian Borrower to which the Account relates;

(n) that, when aggregated with all other Accounts of the same Account Debtor, is not in excess of 15.0% (but the portion of the Accounts not in excess of such concentration limit shall not be deemed ineligible due to this clause (n));

(o) that, during any Cash Dominion Period, and solely with respect to Account Debtors in Account Debtor Approved Countries other than (x) the United States, the Netherlands, and Canada and (y) such other Account Debtor Approved Countries in which the Additional Account Security Actions have been satisfied with respect thereto, does not, when taken together with the Accounts originated by applicable Borrowers owed by Account Debtors in all such jurisdictions, comprise more than 33% of all Eligible Accounts included in the Borrowing Base for any particular Subfacility (it being understood the portion of such Accounts not in excess of such limit shall not be deemed ineligible due to this clause (o));

(p) that Accounts are not subject to, or included or expected to be included, as part of an accounts receivable factoring program or supply chain financing program; and

(q) (i) the Account Debtor obligated upon such Account has not notified any Borrower or the Administrative Agent that it has suspended business, or made a general assignment for the benefit of creditors or has failed to pay its debts generally as they come due, and (ii) no petition is filed by or against the Account Debtor obligated upon such Account under any Debtor Relief Law.

With respect to any Accounts eligible for inclusion in the Borrowing Base (as reasonably determined by the Company in consultation with the Administrative Agent) that are acquired by a Borrower (other than from another Borrower, but including any Accounts of any Person that has become a Borrower) after the Closing Date in a Permitted Acquisition or similar Investment, such acquired Accounts may be included in the applicable Borrowing Base from and after the acquisition thereof without the Administrative Agent having completed a Field Examination with respect thereto, so long as (i) all acquired Accounts included in the applicable Borrowing Base for which an Appraisal and/or Field Examination, as applicable, with respect thereto has not been completed by the Administrative Agent does not represent more than 10% of the applicable Borrowing Base (when taken together with any Inventory included in the Borrowing Base pursuant to the last paragraph of the definition of the term “Eligible Inventory”) and (ii) the Collateral and Guarantee Requirement shall be satisfied with respect to the applicable Borrower or Guarantor or such Accounts. With respect to any Accounts of the type eligible for inclusion in the Borrowing Base that are acquired by a Borrower (other than from another Borrower, but including any Accounts of any Person that has become a Borrower) after the Closing Date in a Permitted Acquisition or similar Investment and not otherwise included in the Borrowing Base by virtue of the provisions of the preceding sentence, such acquired Accounts shall be included in the applicable Borrowing Base only after completion of a Field Examination with respect thereto by the Administrative Agent, unless the Administrative Agent shall have determined in its discretion that no such due diligence investigation with regard to such Accounts is required.

“ Eligible Account Debtor ” shall mean an Account Debtor that:

(i) has a billing address in an Account Debtor Approved Country;

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(ii) is not a Person with respect to which the European Union, the United States, Canada, the Netherlands or any other Account Debtor Approved Country shall have imposed Sanctions;

(iii) is not a Person (A) that is listed in the annex to, or otherwise subject to the provisions of, the Executive Order, (B) that is owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order, (C) with which a Lender or a Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, AML Legislation, PCMLTFA or DMLTFPA, (D) that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, or (E) that is named as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list or any similar lists published in the European Union, Canada (that include “designated persons”, “politically exposed foreign person” or “terrorist group” as described in Anti-Terrorism Laws of Canada, collectively, “ Canadian Blocked Persons ”) or any other Account Debtor Approved Country; and

(iv) is not a Person (A) whose property or interest in property is otherwise blocked or subject to blocking pursuant to Section 1 of the Executive Order or any other Anti-Terrorism Law, or (B) that engages in any dealings or transactions prohibited by Section 2 of the Executive Order or any other Anti-Terrorism Law, AML Legislation, PCMLTFA or DMLTFPA.

“ Eligible Assignee ” shall mean a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b) an assignee approved by the Company which shall be deemed given if no objection is made within fifteen Business Days after written notice of the proposed assignment is received by the Company from the Administrative Agent), the Administrative Agent, the applicable Swingline Lender and the applicable Issuing Bank (which approval shall not be unreasonably withheld or delayed); or (c) during an Event of Default by the Company or any other Borrower under Section 10.01 or 10.05 , any Person acceptable to the Administrative Agent, the applicable Swingline Lender and the applicable Issuing Bank in (which approval shall not be unreasonably withheld or delayed); provided that no Person who is not a Non-Public Lender shall be an Eligible Assignee.

“ Eligible Canadian Accounts ” shall mean the Eligible Accounts owned by the Canadian Borrowers.

“ Eligible Canadian Equipment ” shall mean the Eligible Equipment owned by the Canadian Borrowers.

“ Eligible Canadian Inventory ” shall mean the Eligible Inventory owned by the Canadian Borrowers.

“ Eligible Canadian Real Estate ” shall mean the Eligible Fee-Owned Real Estate owned by the Canadian Borrowers.

“ Eligible Dutch Accounts ” shall mean the Eligible Accounts owned by the Dutch Borrowers.

“ Eligible Dutch Inventory ” shall mean the Eligible Inventory owned by the Dutch Borrowers.

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“ Eligible Equipment ” shall mean, at any time, the Equipment of the Borrowers, but excluding any Equipment:

(a) that is not subject to a perfected (or equivalent) first priority Lien, in accordance with the Collateral and Guarantee Requirement only, in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(b) that is subject to any Lien other than (i) a Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents and (ii) a Lien (if any) permitted by Section 9.01 which Permitted Lien shall rank junior in priority to the Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(c) that is determined, based on the applicable Borrowers’ historical practices and procedures, in each case, which are reasonably acceptable to the Administrative Agent (it being understood that the Borrowers’ historical practices and procedures, as of the Closing Date, are reasonably acceptable to the Administrative Agent), to be obsolete, damaged or defective or is not in good order and repair and used or useable in the ordinary course of the applicable Borrower’s business;

(d) that does not conform in any material respect to all applicable standards imposed by any Governmental Authority, including the Fair Labor Standards Act of 1938 and the Employment Standards Act (Ontario) that would affect the ability of the Collateral Agent to sell such Equipment;

(e) in which any Person other than such Borrower or any other applicable Borrower shall (i) have any direct or indirect ownership, interest or title (including any retention of title right) to such Equipment, other than in respect of the interest of any carrier of Equipment in transit or (ii) be indicated on any purchase order or invoice with respect to such Equipment as having or purporting to have an interest therein;

(f) that is not located in the United States or Canada;

(g) that (i) is located in any location leased by an applicable Borrower unless the Administrative Agent has given its prior written consent thereto or unless (A) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or such other documentation as the Administrative Agent may reasonably require in its Permitted Discretion or the Administrative Agent or its counsel may deem reasonably necessary in the jurisdiction of such Equipment’s location or (B) a Rent Reserve with respect to such location has been established by the Administrative Agent in its Permitted Discretion; or (ii) is located at an owned location subject to a mortgage or other security interest in favor of a creditor (other than any such mortgage or other security interest that constitutes a Permitted Lien), or is located in any third party warehouse or other storage facility or is in the possession of a bailee unless (A) such mortgagee, warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement or such other documentation as the Administrative Agent may reasonably require in its Permitted Discretion or the Administrative Agent or its counsel may reasonably deem necessary in the jurisdiction of such Equipment’s location or (B) a Rent Reserve with respect to such location has been established by the Administrative Agent in its Permitted Discretion;

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(h) which is located at an outside repair facility (unless payables in respect thereof are reserved);

(i) that constitutes “fixtures” unless located on Real Property owned by Borrower and on which a mortgage (or similar security interest) has been given in favor of the Collateral Agent for the benefit of the Secured Creditors; (j) for which reclamation rights have been called in by the seller;

(j) that is not covered by casualty insurance as and to the extent required by the terms of this Agreement; and

(k) that is otherwise designated by the Company as “ineligible” by written notice to the Administrative Agent or in any Borrowing Base Certificate delivered to the Administrative Agent.

“ Eligible Fee-Owned Real Estate ” shall mean Real Property that (i) is owned by a U.S. Borrower or a Canadian Borrower in fee title in the United States or Canada, (ii) is at all times subject to the Collateral Agent’s duly perfected, first-priority security interest (subject only to Liens permitted by Section 9.01 ) pursuant to Mortgages and other Related Real Estate Documents in form and substance reasonably satisfactory to the Administrative Agent and any other Lender whose consent is required hereunder (it being understood that no Real Property owned as of the Closing Date shall constitute Eligible Fee-Owned Real Estate until the requirements of Section 8.11 have been met with respect to such Real Property) and not subject to any other Lien except a Permitted Lien, (iii) conforms in all material respects to the representations and warranties relating to such Real Property set forth in this Agreement and the Security Documents, (iv) solely with respect to Real Property owned by a U.S. Borrower or a Canadian Borrower on the Closing Date, as set forth on Schedule 5.15 (it being agreed that (x) the Real Property set forth on Schedule 5.15 shall be deemed to have been appraised by a third-party appraiser reasonably satisfactory to the Administrative Agent not more than three months prior to the Closing Date and (y) the Appraisals with respect to the Real Property set forth on Schedule 5.15 shall be deemed to have been prepared on a basis reasonably satisfactory to the Administrative Agent and any other Lender whose consent is required hereunder) and (v) solely with respect to Real Property owned by any U.S. Borrower or Canadian Borrower that is not set forth on Schedule 5.15, (x) has been appraised by a third-party appraiser reasonably satisfactory to the Administrative Agent and (y) for which the Appraisals with respect thereto shall have been prepared on a basis reasonably satisfactory to the Administrative Agent and any other Lender whose consent is required hereunder; provided that Eligible Fee-Owned Real Estate shall exclude any Real Property that is otherwise designated by the Company as “ineligible” by written notice to the Administrative Agent or in any Borrowing Base Certificate delivered to the Administrative Agent.

“ Eligible Insured and Letter of Credit Backed Account ” shall mean an Account created by a Borrower in the ordinary course of its business, that is either (i) fully insured (to the extent provided for therein) by credit insurance reasonably satisfactory to the Administrative Agent or (ii) secured by a letter of credit reasonably acceptable to the Administrative Agent which, upon the request of the Administrative Agent during a Cash Dominion Period, has been assigned to the Collateral Agent in a manner reasonably satisfactory to the Administrative Agent, and otherwise qualifies as an “Eligible Account” hereunder, but for the failure of the Account Debtor to be located in an Account Debtor Approved Country.

“ Eligible In-Transit Inventory ” shall mean Inventory owned by a Borrower that would meet all of the criteria of “Eligible Inventory” if it were not in transit from any location to a location of such Borrower within the Inventory Approved Countries. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless (a) except as otherwise agreed by the Administrative Agent, such Inventory is either (i) subject to a negotiable document of title and such document of title shows the Administrative Agent (or, with the consent of the Administrative Agent, the applicable Credit Party) as consignee, and the Administrative Agent has control over such document of title which evidences ownership of the subject Inventory (including by the delivery of customs broker agreements in a form and substance reasonably acceptable to the Administrative Agent) or (ii) for Inventory in transit to a location within the United States or Canada only, subject to a non-negotiable document of title, and such document of title shows the Administrative Agent as consignee, which document is in possession of the Administrative Agent or such other Person (including any Borrower) as the Administrative Agent shall approve; (b) such Inventory is insured in accordance with the provisions of this Agreement and the other Credit Documents, including, if applicable, marine cargo insurance; (c) such Inventory has been identified to the applicable sales contract and title has passed to the applicable Borrower; (d) such Inventory is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory or with respect to which any Borrower is in default of any obligations; (e) such Inventory is subject to customary purchase orders and other sale documentation consistent with such Borrower’s ordinary course of dealing; and (f) such Inventory is shipped by a common carrier that is not affiliated with the vendor and has not been acquired from a Person (i) that is listed in the annex to, or otherwise subject to the provisions of, the Executive Order, (ii) that is owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order, (iii) with which a Lender or a Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, AML Legislation, PCMLTFA or DMLTFPA, (iv) that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, (v) that is a Canadian Blocked Persons or (vi) that is named as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list or any similar lists published in the European Union. The aggregate Eligible In-Transit Inventory shall not exceed $25,000,000 at any time. The Administrative Agent, in its Permitted Discretion, shall have the ability to establish Reserves for landing costs if such Eligible In-Transit Inventory is coming from a jurisdiction outside the Inventory Approved Countries.

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“ Eligible Inventory ” shall mean, at any time, Eligible In-Transit Inventory and Inventory of the Borrowers, but excluding any Inventory:

(a) that is not subject to a perfected (or the equivalent) first priority Lien (in accordance with (x) the Collateral and Guarantee Requirement, in the case of any Inventory located in the United States, Canada or the Netherlands and (y) the Additional Inventory Security Actions, in the case of any Inventory located in France, Germany or the United Kingdom) in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(b) that is subject to any Lien other than (i) a Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents, and (ii) a Lien (if any) permitted by Section 9.01 which Permitted Lien shall rank junior in priority to the Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents;

(c) that is determined, based on the applicable Borrowers’ historical practices and procedures, in each case, which are reasonably acceptable to the Administrative Agent (it being understood that the Borrowers’ historical practices and procedures, as of the Closing Date, are reasonably satisfactory to the Administrative Agent), to be slow moving, obsolete, unmerchantable, damaged, “seconds”, defective, used, unfit for sale, or unacceptable due to age, type, category or quantity;

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(d) that does not conform in any material respect to all applicable standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale, including the Fair Labor Standards Act of 1938, Employment Standards Act (Ontario) and the Dutch Labour Standards Acts, which non-conformity would affect the ability of the applicable Borrowers to sell such Inventory;

(e) in which any Person other than such Borrower or any other applicable Borrower shall (i) have any direct or indirect ownership, interest or title (including any retention of title right) to such Inventory, other than in respect of the interest of any carrier of Inventory in transit or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f) except with respect to Eligible In-Transit Inventory, that is not located in an Inventory Approved Country, or is in transit (other than between locations in or between Inventory Approved Countries, controlled by the applicable Borrowers, to the extent included in current perpetual Inventory reports of any such Borrower);

(g) except with respect to Eligible In-Transit Inventory, that, unless in transit between locations in or between Inventory Approved Countries, controlled by the applicable Borrowers, and included in current perpetual Inventory reports of any such Borrower, (i) is located in any location leased by an applicable Borrower unless the Administrative Agent has given its prior written consent thereto or unless (A) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or such other documentation as the Administrative Agent may reasonably require in its Permitted Discretion or the Administrative Agent or its counsel may deem reasonably necessary in the jurisdiction of such Inventory’s location or (B) a Rent Reserve with respect to such location has been established by the Administrative Agent in its Permitted Discretion; (ii) is located at an owned location subject to a mortgage or other security interest in favor of a creditor (other than any such mortgage or other security interest that constitutes a Permitted Lien), or is located in any third party warehouse or other storage facility or is in the possession of a bailee unless (A) such mortgagee, warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may reasonably require in its Permitted Discretion or the Administrative Agent or its counsel may deem reasonably necessary in the jurisdiction of such Inventory’s location or (B) a Rent Reserve has been established by the Administrative Agent in its Permitted Discretion; or (iii) is located in any location where the aggregate Eligible Inventory is less than $100,000;

(h) except with respect to Eligible In-Transit Inventory consigned to the Administrative Agent (or another Person permitted by the terms of the definition of “Eligible InTransit Inventory” with the Administrative Agent’s consent), that is the subject of a consignment;

(i) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which the Company or any of its Subsidiaries has received notice of a dispute in respect of any such agreement;

(j) that is not reflected in a current Inventory report of such Borrower;

(k) for which reclamation rights have been called in by the seller;

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(l) that consists of samples, promotional materials, labels, packaging materials or similar supplies used in a Borrower’s business;

(m) that is not covered by casualty insurance as and to the extent required by the terms of this Agreement;

(n) that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(o) in which any portion of the Cost of such Inventory is attributable to intercompany profit between any such Borrower and any of its Affiliates (but only to the extent of such portion); or

(p) that has been sold but not yet delivered, or as to which a Borrower has accepted a deposit, or which, in the case of Inventory owned by the Dutch Borrowers, has been sold or constructively delivered to Account Debtors.

With respect to any Inventory eligible for inclusion in the Borrowing Base (as reasonably determined by the Company in consultation with the Administrative Agent) that are acquired by a Borrower (other than from another Borrower, but including any Inventory of any Person that has become a Borrower) after the Closing Date in a Permitted Acquisition or similar Investment, such acquired Inventory may be included in the applicable Borrowing Base from and after the acquisition thereof without the Administrative Agent having completed an Appraisal with respect thereto, so long as (i) all acquired Inventory included in the applicable Borrowing Base for which an Appraisal, as applicable, with respect thereto has not been completed by the Administrative Agent does not represent more than 10% of the applicable Borrowing Base (when taken together with any Accounts included in the Borrowing Base pursuant to the last paragraph of the definition of the term “Eligible Accounts”), (ii) the Collateral and Guarantee Requirement shall have been satisfied with respect to the applicable Borrower or Guarantor and (iii) (x) in the case of any Inventory located in the United States, Canada, or the Netherlands, the Collateral and Guarantee Requirement shall have been satisfied with respect to such Inventory or (y) in the case of any Inventory located in the United Kingdom, Germany or France, the Additional Inventory Security Actions shall have been satisfied with respect to such Inventory. With respect to any Inventory of the type eligible for inclusion in the Borrowing Base that are acquired by a Borrower (other than from another Borrower, but including any Inventory of any Person that has become a Borrower) after the Closing Date in a Permitted Acquisition or similar Investment and not otherwise included in the Borrowing Base by virtue of the provisions of the preceding sentence, such acquired Inventory shall be included in the applicable Borrowing Base only after completion of an Appraisal with respect thereto by the Administrative Agent, unless the Administrative Agent shall have determined in its discretion that no such due diligence investigation with respect to such Inventory is required.

“ Eligible U.S. Accounts ” shall mean the Eligible Accounts owned by the U.S. Borrowers.

“ Eligible U.S. Equipment ” shall mean the Eligible Equipment owned by the U.S. Borrowers.

“ Eligible U.S. Inventory ” shall mean the Eligible Inventory owned by the U.S. Borrowers.

“ Eligible U.S. Real Estate ” shall mean the Eligible Fee-Owned Real Estate owned by the U.S. Borrowers.

“ English Control Agreement ” shall mean any Deposit Account Control Agreement governed by English law over the Dutch Dominion Account and the Dutch Collection Account to be entered into among the Dutch Credit Parties party thereto and the Collateral Agent, for the benefit of the Secured Creditors and the account bank maintaining the account.

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“ Environment ” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface and sub-surface strata, sediments and natural resources such as wetlands, flora and fauna.

“ Environmental Claims ” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims and/or notices of noncompliance or violation, relating to any Environmental Law or, any permit issued, or any approval given, under any such Environmental Law, including, without limitation, (a) by governmental or regulatory authorities for enforcement investigation, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of or relating to an alleged injury or threat of injury to human health or the Environment due to any Release or threat of Release of any Hazardous Materials.

“ Environmental Law ” shall mean any applicable federal, state, provincial, foreign, municipal, local or foreign Requirement of Law, which, for the avoidance of doubt, shall include any ordinance, code and rule of common law, including any judicial or administrative order, consent decree or judgment relating to pollution or protection of the Environment, occupational safety or of human health as affected by exposure to Hazardous Materials, including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials.

“ Environmental Liability ” shall mean any liability, loss, damage, claims and expense arising under or relating to any Environmental Law including those arising from or relating to: (a) compliance or non-compliance with any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threat of Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and, unless the context indicates otherwise, the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any successor Section thereof.

“ ERISA Affiliate ” shall mean each trade or business (whether or not incorporated) which together with any Credit Party would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code and, solely with respect to Section 412 of the Code, within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“ ERISA Event ” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived with respect to a Plan, (b) any failure to make a required contribution to any Plan or Multiemployer Plan that would result in the imposition of a Lien or other encumbrance or the failure to satisfy the minimum funding standards set forth in Sections 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to a Plan, (c) the incurrence by the Company, a Restricted Subsidiary, or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or with respect to the withdrawal or partial withdrawal (including under Section 4062(e) of ERISA) of any of the Company, a Restricted Subsidiary, or an ERISA Affiliate from any Plan or Multiemployer Plan, (d) the receipt by the Company, a Restricted Subsidiary, or an ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (e) a determination that a Multiemployer Plan is insolvent, within the meaning of Title IV of ERISA, (f) the occurrence of any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to which the Company or any Restricted Subsidiary could reasonably be expected to have liability, (g) the occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Plan or the appointment of a trustee to administer any Plan, (h) the filing of any request for or receipt of a minimum funding waiver under Section 412(c) of the Code with respect to any Plan or Multiemployer Plan, (i) a determination that any Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code) or (j) the receipt by the Company, a Restricted Subsidiary or any ERISA Affiliate of any notice that a Multiemployer Plan is, or is expected to be, in endangered or critical status under Section 305 of ERISA.

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“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Euro ” and “ € ” mean the single currency of the Participating Member States.

“ Eurocurrency Rate ” shall mean with respect to any Credit Extension:

(i) denominated in a LIBOR Quoted Currency, the rate per annum (rounded up to the nearest 1/100 ^th of 1%) equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate which rate is approved by the applicable Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the applicable Administrative Agent from time to time) at approximately 11:00 a.m., Local Time, two Business Days prior to the commencement of any Interest Period (or, in the case of any Credit Extension denominated in Pounds Sterling, approximately 11:00 a.m., Local Time, on the first day of any Interest Period), for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii) denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“ CDOR ”), or a comparable or successor rate which rate is approved by the applicable Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the applicable Administrative Agent from time to time) at or about 10:00 a.m. (Local Time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(iii) denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the applicable Administrative Agent and the Lenders pursuant to Section 1.08(a);

provided that, to the extent a comparable or successor rate is approved by the applicable Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the applicable Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the applicable Administrative Agent; and if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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“ Eurocurrency Rate Loan ” shall mean Loans that bears interest at a rate based on clause (a) of the definition of the term “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency.

“ European Base Rate ” shall mean, with respect to Euros, Pounds Sterling, Swiss Francs and Dollars, funded outside the United States, the Eurocurrency Rate for a one--month period on such date, plus 1.00%, provided that, to the extent a comparable or successor rate is approved by the applicable Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the applicable Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the applicable Administrative Agent. Any change in such rate shall take effect at the opening of business on the day of such change.

“ European Base Rate Loan ” shall mean a floating rate borrowing under the Dutch Subfacility that bears interest based on the European Base Rate.

“ Event of Default ” shall have the meaning provided in Section 11 .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Excluded Account ” shall mean a Deposit Account (i) which is used for the purposes of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, bonuses, benefits and expense reimbursements), (ii) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (iii) which is used solely as an escrow account or as a fiduciary or trust account, (iv) the aggregate average daily balance in which (in each case determined for the most recently completed calendar month) does not at any time exceed $1,000,000 in the aggregate for all such Deposit Accounts or (v) containing solely the proceeds of borrowings or issuances of Indebtedness, including Borrowings of Loans hereunder.

“ Excluded Assets ” shall have the meaning provided in the definition of the term “Collateral and Guarantee Requirement.”

“ Excluded Subsidiary ” shall mean (a) each Immaterial Subsidiary, (b) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04 , and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder and (g) any special purpose entity (including any not-for-profit entity).

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“ Excluded Swap Obligation ” shall mean, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor pursuant to the Guarantee of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee pursuant to the Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving pro forma effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Credit Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Credit Parties and counterparties to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) income Taxes imposed on (or measured by) its net income and franchise (and similar) Taxes imposed on it in lieu of net income Taxes by a jurisdiction (or any political subdivision thereof) as a result of (i) such recipient being organized or having its principal office or applicable lending office in such jurisdiction or (ii) any other present or former connection between such recipient and such jurisdiction (other than a connection arising from such Administrative Agent, Lender or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) any branch profits Taxes under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) solely with respect to the U.S. Subfacility, in the case of a Lender (other than an assignee pursuant to a request by the Company under Section 3.04 ), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a Requirement of Law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from a Credit Party with respect to such U.S. federal withholding Tax pursuant to Section 4.01 , (d) any Tax that is attributable to such recipient’s failure to comply with Section 4.01(b) or Section 4.01(c) (in each case, subject to Section 4.01(d) ), (e) any withholding Taxes imposed under FATCA, (f) U.S. federal backup withholding Taxes imposed pursuant to Code Section 3406, (g) solely with respect to the Canadian Subfacility, any Canadian Taxes imposed as a result of such recipient not dealing at arm’s length (within the meaning of the ITA) with a Canadian Credit Party, (h) solely with respect to the Canadian Subfacility, any Canadian Taxes imposed as a result of such recipient being a “specified shareholder” (within the meaning of subsection 18(5) of the ITA) of a Canadian Credit Party or not dealing at arm’s length with such a specified shareholder of a Canadian Credit Party and (i) any Taxes imposed pursuant to Article 17(3) of the 1969 Dutch Corporate Income Tax Act ( Wet op de vennootschapsbelasting ) on an Administrative Agent or a Lender as a result of such Administrative Agent or Lender having an interest, directly or indirectly, of 5.0% or more in a Dutch Borrower.

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“ Executive Order ” shall mean Executive Order No. 13224 on Terrorist Financing effective September 24, 2001.

“ Existing Credit Agreements ” shall mean the (i) the Amendment and Restatement Agreement, dated October 14, 2014, relating to a €92,500,000 Multipurpose Facilities Agreement, originally dated September 25, 2012, among The Organic Corporation B.V., Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V., Tradin Organics USA Inc. and Trabocca B.V., as borrowers, and ING Bank N.V., Cooperative Centrale Raiffeissen-Boerenleenbank B.A. and Deutsche Bank AG, Amsterdam Branch, as lenders and (ii) the Seventh Amended and Restated Credit Agreement, dated as of July 27, 2012, among SunOpta Inc. and SunOpta Foods Inc., as borrowers, certain affiliates of the borrowers, the Bank of Montreal, as administrative agent and the lenders from time to time party thereto, in each case, as amended, restated or otherwise modified from time to time prior to the Closing Date.

“ Existing Letters of Credit ” shall mean those Letters of Credit set forth on Schedule 1.01B .

“ Existing Indebtedness ” shall have the meaning provided in Section 9.04(iv) .

“ Existing Revolving Class ” shall have the meaning provided in Section 2.19(a) .

“ Existing Revolving Commitment ” shall have the meaning provided in Section 2.19(a) .

“ Existing Revolving Loans ” shall have the meaning provided in Section 2.19(a) .

“ Extended Revolving Commitments ” shall have the meaning provided in Section 2.19(a) .

“ Extended Revolving Loans ” shall have the meaning provided in Section 2.19(a) .

“ Extending Lender ” shall have the meaning provided in Section 2.19(b) .

“ Extension Amendment ” shall have the meaning provided in Section 2.19(c) .

“ Extension Date ” shall have the meaning provided in Section 2.19(d) .

“ Extension Election ” shall have the meaning provided in Section 2.19(b) .

“ Extension Request ” shall have the meaning provided in Section 2.19(a) .

“ Fair Market Value ” shall mean, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Company in good faith.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), and any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing.

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“ FCCR Test Amount ” shall have the meaning provided in the definition of the term “Financial Covenant Triggering Event”.

“ FCPA ” shall have the meaning provided in Section 7.14(c) .

“ Federal Funds Rate ” shall mean (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to the Administrative Agent on the applicable day on such transactions, as determined by the Administrative Agent; provided if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 2.05.

“ Field Examination ” shall mean field audits and examinations prepared on a basis reasonably satisfactory to the Administrative Agent, setting forth the value of Accounts, which audits and examinations shall be prepared in accordance with this Agreement by an examiner selected by the Administrative Agent in its reasonable discretion.

“ Financial Covenant Triggering Event ” shall mean, at any time, that Total Excess Availability is less than the greater of (a) $20,000,000 and (b) 10.0% of the Line Cap, as of such date (such greater of amount, the “ FCCR Test Amount ”). Upon the occurrence of any Financial Covenant Triggering Event, such Financial Covenant Triggering Event shall be deemed to be continuing notwithstanding that Total Excess Availability may thereafter exceed the FCCR Test Amount unless and until Total Excess Availability exceeds such FCCR Test Amount for thirty (30) consecutive days, in which event a Financial Covenant Triggering Event shall no longer be deemed to be continuing.

“ ~~Fees~~ First Amendment ” shall mean ~~all amounts payable pursuant to or referred to in~~ ~~Section 2.05~~ the First Amendment, dated as of October 7, 2016, to this Agreement.

“ First Amendment Effective Date” shall have the meaning provided in the First Amendment .

“ First Lien Claimholders ” shall have the meaning provided in the Intercreditor Agreement.

“ First Lien Collateral Agent ” shall have the meaning provided in the Intercreditor Agreement.

“ Fixed Asset Reappraisal Event ” shall have the meaning provided in Section 8.02(d) .

“ Flood Insurance Laws ” shall mean, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

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“ Foreign Pension Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States, Canada or the Netherlands by the Company or any one or more of the Restricted Subsidiaries primarily for the benefit of employees of the Company or such Restricted Subsidiaries residing outside the United States, Canada or the Netherlands, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA, the Canadian Employee Benefits Legislation or the Dutch Pension Regulations.

“ Foreign Subsidiaries ” shall mean each Subsidiary of the Company that is not a Domestic Subsidiary.

“ Fronting Exposure ” shall mean a Defaulting Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of LC Exposure or Swingline Exposure, as applicable, except to the extent allocated to other Lenders under Section 2.11 .

“ Fronting Fee ” shall have the meaning provided in Section 2.05(c) .

“ FSHCO ” shall mean any Domestic Subsidiary that is a direct or indirect Subsidiary of the U.S. Parent Borrower and has no material assets other than the Capital Stock (including, for the avoidance of doubt, any instrument treated as Capital Stock for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs.

“ GAAP ” shall mean (i) generally accepted accounting principles in the United States of America which are in effect from time to time or (ii) if elected by the Company by written notice to the Administrative Agent in connection with the delivery of financial statements and information, the accounting standards and interpretations (“ IFRS ”) adopted by the International Accounting Standard Board, as in effect from time to time on or after the date on which the Company is making such election; provided , that (a) any such election once made shall be irrevocable and (b) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Agreement shall be computed in conformity with IFRS.

“ Governmental Approvals ” shall mean all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

“ Governmental Authority ” shall mean the government of the United States of America, Canada, the Netherlands, the United Kingdom, any other nation or any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guaranteed Creditors ” shall mean the Secured Creditors.

“ Guaranteed Party ” shall mean with respect to any Credit Party, any other Credit Party.

“ Guarantees ” shall have the meaning provided in the definition of the term “Collateral and Guarantee Requirement” and, for the avoidance of doubt, shall include the Credit Party Guarantee and any additional guarantee entered into pursuant to Section 8.10 .

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“ Guarantor ” shall mean each Borrower (other than with respect to its own Obligations) and each Subsidiary Guarantor.

“ Hazardous Materials ” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos that is or could become friable, urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of the terms “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance which is regulated, or which would reasonably be expected to give rise to liability under any Environmental Law.

“ Hedge Reserve ” shall mean the aggregate amount of reserves established or modified by the Administrative Agent from time to time in its Permitted Discretion and in accordance with the provisions of Section 2.22 in respect of Secured Reserved Hedges.

“ Hedging Agreement ” shall mean any agreement with respect to any interest rate swap, interest rate cap, interest rate collar, commodity swap, commodity cap, commodity collar, commodity option, foreign exchange, currency swap or similar agreement (including equity derivative agreements) providing for the transfer, modification or mitigation of interest rate, currency, commodity risks or equity risks either generally or under specific contingencies.

“ Hedging Obligations ” shall mean respect to any Person, the obligations of such Person under any Hedging Agreement.

“ Historical Financial Statements ” shall mean (a) audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of, and related audited consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for, the fiscal years ended December 29, 2012, December 28, 2013 and January 3, 2015 and (b) an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of, and related unaudited consolidated statements of operations and cash flows of the Company and its subsidiaries for the nine month period ended October 3, 2015.

“ HMT ” shall have the meaning provided in the definition of the term “Sanctions”.

“ Immaterial Subsidiary ” shall mean, at any date of determination, any Restricted Subsidiary of the Company now existing or hereafter acquired or formed (a) whose total assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) at the last day of the Test Period most recently ended on or prior to such determination date were an amount equal to or less than 5% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries at such date and (b) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such Test Period were an amount equal to or less than 5% of the consolidated gross revenues of the Company and its Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP. Schedule 1.01C sets forth each Restricted Subsidiary that is an Immaterial Subsidiary that has not executed this Agreement as a Guarantor on and as of the Closing Date.

“ Increase Date ” shall have the meaning provided in Section 2.15(b) .

“ Increase Loan Lender ” shall have the meaning provided in Section 2.15(b) .

“ Incremental FILO Facility ” shall have the meaning provided in Section 2.15(a) .

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“ Incremental Revolving Commitment Agreement ” shall have the meaning provided in Section 2.15(d) .

“ Incur ” or “ incur ” shall mean create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness. The term “Incurrence” or “ incurrence ” when used as a noun shall have a correlative meaning.

“ Indebtedness ” shall mean, with respect to any Person, without duplication:

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(i) in respect of borrowed money;

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (x) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (y) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

(iv) representing the net obligations under any Hedging Agreement; if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person, but limited to the Fair Market Value of the assets subject to such Lien;

provided that notwithstanding the foregoing, Indebtedness shall (A) include the Indebtedness of any partnership in which such Person is a general partner, except to the extent such Indebtedness is expressly non-recourse to such Person and only to the extent such Indebtedness would be included in the calculation of the aggregate principal amount of indebtedness of such Person determined in accordance with GAAP and (B) be deemed not to include (i) Contingent Obligations incurred in the ordinary course of business and (ii) obligations under or in respect of any operating lease or Sale-Leaseback Transactions (except any resulting Capitalized Lease Obligations); provided, further, that Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

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“ Indemnified Liabilities ” shall have the meaning provided in Section 12.01(a) .

“ Indemnified Person ” shall have the meaning provided in Section 12.01(a) .

“ Indemnified Taxes ” shall mean all Taxes other than (i) Excluded Taxes and (ii) Other Taxes.

“ Indenture Fixed Charges ” shall mean with respect to any Person for any period, the sum of, without duplication:

(a) Consolidated Interest Expense of such Person for such period;

(b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(c) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“ Independent Financial Advisor ” shall mean an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“ Intellectual Property ” shall mean all worldwide rights in and to (i) patents, (ii) trademarks, service marks, trade names, trade dress, trade styles, domain names and other identifiers of source or goodwill, (iii) copyrights and works subject to copyright law, (iv) computer software, data and databases, (v) industrial designs and other protections for designs, (vi) inventions, discoveries, trade secrets, knowhow and other proprietary or confidential information, and (vii) issuances, registrations or applications for any of the foregoing.

“ Intercreditor Agreement ” shall mean the Intercreditor Agreement, dated as of February 11, 2016, among BANA, in its capacity as agent for the First Lien Claimholders, Bank of Montreal, a Canadian chartered bank, in its capacity as collateral agent for the Second Lien Claimholders and each additional First Lien Collateral Agent and each additional Second Lien Collateral Agent from time to time party thereto.

“ Interest Period ” shall mean, as to any Borrowing of a Eurocurrency Rate Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six month months thereafter, as the Relevant Borrower may elect, or the date any Borrowing of a Eurocurrency Rate Loan is converted to a Borrowing of a U.S. Base Rate Loan, European Base Rate Loan or Canadian Base Rate Loan in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.07 or Section 2.09 ; provided that, if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

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“ Inventory ” shall mean all “inventory,” as such term is defined in the UCC (or with respect to any Canadian Credit Party, the PPSA) or with respect to Inventory owned by any Dutch Credit Party, all raw materials, work in progress and finished goods legally and beneficially owned, in any such case, wherever located, in which any Person now or hereafter has rights.

“ Inventory Approved Countries ” shall mean (a) the United States, Canada, and the Netherlands and (b) solely to the extent the applicable Additional Inventory Security Actions have been completed for such jurisdictions, and with respect to the Dutch Borrowing Base only, the United Kingdom, France and/or Germany. For the avoidance of doubt, such list of Inventory Approved Countries shall not be construed to expand the list of approved jurisdictions of Borrowers who own Eligible Inventory beyond the United States, Canada and the Netherlands.

“ Investment and Junior Debt Incurrence Conditions ” shall mean with respect to (x) any acquisition or other Investment or (y) any Incurrence of Junior Debt that satisfies the Junior Debt Conditions, the following:

(i) as of the date of any such acquisition, other Investment or Incurrence of Junior Debt, and after giving pro forma effect thereto, no Event of Default shall exist or have occurred and be continuing, and

(ii) as of the date of any such acquisition, other Investment or Incurrence of Junior Debt, and after giving pro forma effect thereto, the Total Excess Availability on such date, and during the immediately preceding 30 consecutive day period (assuming such acquisition, other Investment or Incurrence of Junior Debt occurred on the first day of such 30 consecutive day period) shall have been not less than the greater of (x) 12.5% of the Line Cap and (y) $25,000,000, and

(iii) the Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis for such acquisition, other Investment or Incurrence of Junior Debt shall be no less than 1.0 to 1.0; provided that this clause (iii) shall not apply if, as of the date of any such acquisition, other Investment or Incurrence of Junior Debt, and after giving effect thereto, the Total Excess Availability on such date, and during the immediately preceding 30 consecutive day period (assuming such acquisition, other Investment or Incurrence of Junior Debt occurred on the first day of such 30 consecutive day period) shall have been not less than the greater of (x) 17.5% of the Line Cap and (y) $35,000,000.

“ Investment Cash Equivalents ” shall mean:

(a) (i) Dollars, Canadian Dollars, Euro, Pounds Sterling, yen or any national currency of any participating member state of the European Union or (ii) such local currencies held by a Foreign Subsidiary from time to time in the ordinary course of business;

(b) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(c) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

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(d) repurchase obligations for underlying securities of the types described in clauses (b), (c) and (g) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (c) above;

(e) commercial paper and variable or fixed rate notes rated at least “P-2” by Moody’s or at least “A-2” by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(f) marketable short-term money market and similar funds having a rating of at least “P-2” or “A-2” from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency);

(g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with maturities of 24 months or less from the date of acquisition;

(h) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with maturities of 24 months or less from the date of acquisition;

(i) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated “AAA-” (or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency);

(j) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (3) above; and

(k) investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through (j) above.

In the case of Investments made by a Foreign Subsidiary (or temporarily held by the Company or the Restricted Subsidiaries as part of their cash management arrangements with a Foreign Subsidiary in the ordinary course of business or consistent with past practice) in a country outside the United States, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (a) through (g) and clauses (i), (j) and (k) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (k) and in this paragraph.

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such items under GAAP.

“ Investment Grade Rating ” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P, an equivalent rating by any other Rating Agency.

“ Investment Grade Securities ” shall mean:

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Investment Cash Equivalents);

(b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers and distributors, commission, travel and similar advances to employees, directors, officers, managers, distributors and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of Section 8.14 , “Investments” shall include (a) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary and (b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Investment Cash Equivalents by the Company or a Restricted Subsidiary in respect of such Investment.

“ Issuing Bank ” shall mean the Canadian Issuing Bank, the U.S. Issuing Bank and/or the Dutch Issuing Bank, as the context requires.

“ ITA ” shall mean the Income Tax Act (Canada), as amended, and any successor thereto, and any regulations promulgated thereunder.

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“ Joint Lead Arrangers ” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Rabobank Nederland, Canadian Branch and Bank of Montreal, in their respective capacities as joint lead arrangers and joint bookrunners, as applicable, under this Agreement.

“ Judgment Currency ” shall have the meaning provided in Section 12.20 .

“ Junior Debt ” shall have the meaning provided in Section 9.04(ii) .

“ Junior Debt Conditions ” shall have the meaning provided in Section 9.04(ii) .

“ Latest Maturity Date ” shall mean, at any date of determination, the latest maturity date applicable to any Loan or Commitment under any Subfacility hereunder as of such date of determination.

“ LC Collateral Account ” shall mean a collateral account in the form of a deposit account established and maintained by the applicable Administrative Agent for the benefit of the applicable Issuing Banks, in accordance with the provisions of Section 2.13(n) .

“ LC Commitment ” shall mean the commitment of the Issuing Banks to issue Letters of Credit pursuant to Section 2.13 .

“ LC Credit Extension ” shall mean any Canadian LC Credit Extension, U.S. LC Credit Extension or Dutch LC Credit Extension.

“ LC Disbursement ” shall mean any Canadian LC Disbursement, U.S. LC Disbursement or Dutch LC Disbursement.

“ LC Documents ” shall mean the Canadian LC Documents, the U.S. LC Documents and the Dutch LC Documents.

“ LC Exposure ” shall mean, collectively, the Canadian LC Exposure, the U.S. LC Exposure and the Dutch LC Exposure.

“ LC Obligations ” shall mean the Canadian LC Obligations, the U.S. LC Obligations and/or the Dutch LC Obligations.

“ LC Participation Fee ” shall have the meaning provided in Section 2.05(c)(i) .

“ LC Request ” shall mean a request by a Borrower in accordance with the terms of Section 2.13(b) in form and substance reasonably satisfactory to the applicable Issuing Bank.

“ LC Sublimit ” shall mean the aggregate Canadian LC Sublimit, Dutch LC Sublimit and U.S. LC Sublimit.

“ Lender ” shall mean each financial institution listed on Schedule 2.01 , as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.15 , 3.04 or 12.04 .

“ Lender Loss Sharing Agreement ” shall mean the Lender Loss Sharing Agreement entered into by each Lender as of the Closing Date and each other Lender becoming party to this Agreement via an Assignment and Assumption Agreement or otherwise after the Closing Date, in form and substance reasonably acceptable to the Administrative Agent.

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“ Letter of Credit ” shall mean any Canadian Letter of Credit, U.S. Letter of Credit and Dutch Letter of Credit.

“ Letter of Credit Expiration Date ” shall mean the fifth Business Day prior to the Maturity Date.

“ LIBOR ” shall have the meaning provided in the definition of the term “Eurocurrency Rate”.

“ LIBOR Quoted Currency ” shall mean each of the following currencies: Dollars; Euros; Pounds Sterling; and Swiss Franc; in each case as long as there is a published LIBOR rate with respect thereto.

“ Lien ” shall mean with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable Requirement of Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, or any other agreement to give a security interest in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes, including the PPSA) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“ Line Cap ” shall mean an amount that is equal to the lesser of (a) the then applicable Revolving Commitments and (b) the then applicable Borrowing Base(s).

“ Loans ” shall mean advances made to or at the instructions of a Borrower pursuant to Section 2 hereof and may constitute Revolving Loans or Swingline Loans.

“ Local Time ” shall mean, (i) with respect to the U.S. Subfacility, Chicago time, (ii) with respect to the Canadian Subfacility, Toronto time and (iii) with respect to the Dutch Subfacility, London time.

“ Margin Stock ” shall have the meaning provided in Regulation U.

“ Material Adverse Effect ” shall mean any circumstance or condition affecting the business or financial condition of the Company and its Restricted Subsidiaries taken as a whole that would, individually or in the aggregate, reasonably be expected to materially adversely affect, (x) the ability of the Company and the other Credit Parties, taken as a whole, to perform their obligations under the Credit Documents or (y) the rights and remedies of the Administrative Agents, the Collateral Agent, Issuing Lenders or the Lenders under the Credit Documents.

“ Material Real Property ” shall mean all Real Property (including fixtures thereon) owned in fee by a U.S. Credit Party or Canadian Credit Party that either (A) has a Fair Market Value of no less than $5,000,000, determined on the Closing Date with respect to properties owned by them on the Closing Date, or on the date of acquisition for properties acquired thereafter or, with respect to any properties under construction or improvement, on the date of substantial completion thereof, or (B) constitutes Eligible Fee-Owned Real Estate.

“ Material Subsidiary ” shall mean each Restricted Subsidiary of the Company that is not an Immaterial Subsidiary. For the avoidance of doubt, all Credit Parties (other than the Company) shall be deemed to constitute “Material Subsidiaries”.

“ Maturity Date ” shall mean the date that is 5 years after the Closing Date.

“ Moody’s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.

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“ Mortgage ” shall mean a mortgage, debenture, leasehold mortgage, deed of trust, deed of immovable hypothec, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Collateral Agent for the benefit of the Secured Creditors.

“ Mortgaged Property ” shall mean Real Property (including any fixtures thereon) owned by a U.S. Credit Party or Canadian Credit Party that is subject to a Mortgage.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA with respect to which a Credit Party has, or may have, any obligation or liability, including on account of an ERISA Affiliate.

“ NAIC ” shall mean the National Association of Insurance Commissioners.

“ Net Income ” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Orderly Liquidation Value ” shall mean, as of any date of determination, with respect to any Inventory or Equipment, the “net orderly liquidation value” of such Inventory or Equipment, expected to be realized at an orderly, negotiated sale of such Inventory or Equipment and determined from the most recent Appraisal of the Borrowers’ Inventory or Equipment received by the Administrative Agent, less the amount estimated by the appraiser for marshaling, reconditioning, carrying, sales expenses, operating expenses, administration expenses and commissions designated to maximize the resale value of such Inventory and assuming that the time required to dispose of such Inventory is customary with respect to such Inventory and expressed as a percentage of the Cost of such Inventory or Equipment.

“ Non-Defaulting Lender ” shall mean and include each Lender other than a Defaulting Lender.

“ Non-LIBOR Quoted Currency ” shall mean any currency other than a LIBOR Quoted Currency.

“ Non-Public Lender ” shall mean any person/entity which does not belong to the "public" within the meaning of CRR.

“ North American Minimum Requirement ” shall mean that at no time shall (a) the sum of the Canadian Borrowing Base plus the U.S. Borrowing Base comprise less than 60.0% of the total Borrowing Base; and (b) the sum of the Canadian Revolving Commitment plus the U.S. Revolving Commitment comprise less than 60.0% of the total Revolving Commitment.

“ Note ” shall mean each Revolving Note or Swingline Note, as applicable.

“ Notice of Borrowing ” shall mean a notice substantially in the form of Exhibit A-1 hereto.

“ Notice of Conversion/Continuation ” shall mean a notice substantially in the form of Exhibit A-2 hereto or such other form as may be agreed by the applicable Administrative Agent and the Company.

“ Notice Office ” shall mean (i) with respect to the U.S. Subfacility, Bank of America, N.A., 20975 Swenson Drive, Suite 200, Waukesha, WI 53186; Attention: Erin Cordes (email: erin.cordes@baml.com , with a copy to Todd Wellentin (todd.wellentin@baml.com), (ii) with respect to the Canadian Subfacility, Bank of America, N.A., Canada Branch, 181 Bay Street, Suite 400, Toronto, ON, M5J 2V8, Attention: Teresa Tsui (email: teresa.tsui@baml.com ) with a copy to Todd Wellentin (todd.wellentin@baml.com) and (iii) with respect to the Dutch Subfacility, Bank of America N.A., London Branch, 26 Elmfield Road, Bromley, BR1 1WA; Attention: Michelle Stanley (email: michelle.a.stanley@baml.com) with a copy to Todd Wellentin (todd.wellentin@baml.com); or such other offices or persons as the applicable Administrative Agent may hereafter designate in writing as such to the other parties hereto.

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“ Obligations ” shall mean (x) all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any Lender, Agent or Indemnified Person by any Credit Party, now existing or hereafter incurred under, or arising out or in connection with, this Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest accruing after the commencement of any proceedings under any applicable Debtor Relief Laws in any jurisdiction, regardless of whether allowed or allowable in such proceeding, including, for the avoidance of doubt, any such interest which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or a stay under any proceedings under any applicable Debtor Relief Laws in any jurisdiction would become due) on the Loans, and to pay interest, fees, costs, charges, expenses, professional fees, all sums chargeable to the Borrowers or any other Credit Party or for which any Borrower or any other Credit Party is liable as indemnitor under the Credit Documents, whether or not evidenced by any note or other instrument (including, indemnities, fees, interest and other amounts accruing after the commencement of any proceedings under any applicable Debtor Relief Laws in any jurisdiction, regardless of whether allowed or allowable in such proceeding), whether or not evidenced by any note or other instrument, now existing or hereafter incurred under, arising out of or in connection with, this Agreement and each other Credit Document to which any Credit Party is a party and the due compliance by the Credit Parties with all the terms, conditions and agreements contained in this Agreement and in each such other Credit Document and (y) all Secured Bank Product Obligations and the due performance and compliance with all terms, conditions and agreements contained therein; provided , however , that for purposes of the Credit Party Guarantee and each other guarantee agreement or other instrument or document executed and delivered pursuant to this Agreement, the term “Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations of such Guarantor. Notwithstanding anything to the contrary contained above, (x) at the option of the Company, obligations of any Credit Party under any Secured Bank Product Obligations shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Bank Product Obligations.

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

“ Ontario Pension Plan ” shall mean a “registered pension plan,” as defined in subsection 248(1) of the ITA, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the ITA, and which is registered under the Pension Benefits Act (Ontario), but excluding any plan that provides only a “target benefit” or any “multi-employer pension plan,” both as defined in the Pension Benefits Act (Ontario), where employer contributions to such target benefit or multi-employer pension plan are determined solely by reference to a participation agreement, collective agreement, or other agreement negotiated with the bargaining agent or other representative of the employees participating in such plan and the employer has no liability for or obligation to fund any funding deficiency under such plan upon termination of the plan in whole or in part or upon the withdrawal of an employer from such plan.

“ Opta Minerals Disposition ” shall mean the direct or indirect sale, transfer or other disposition of all or any part of the Capital Stock or assets of Opta Minerals Inc.

“ Other Taxes ” shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or property Taxes or similar Taxes arising from any payment made under, from the execution, delivery, registration, performance or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document; provided , however , that Other Taxes shall not include any Excluded Taxes.

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“ Outstanding Amount ” shall mean (i) with respect to Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any LC Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such LC Obligations on such date after giving effect to any LC Credit Extension occurring on such date and any other changes in the aggregate amount of the LC Obligations as of such date, including as a result of any reimbursements by the Relevant Borrower of Unreimbursed Amounts.

“ Outstanding Balance ” of any Account at any time shall mean the Dollar Equivalent of the then outstanding face amount thereof.

“ Overadvance ” shall have the meaning provided in Section 2.17 .

“ Overadvance Loan ” shall mean a (i) U.S. Base Rate Loan made when an Overadvance exists or is caused by the funding thereof under the U.S. Subfacility, (ii) a Canadian Prime Loan and/or Canadian Base Rate Loan when an Overadvance exists or is caused by the funding thereof under the Canadian Subfacility or (iii) a European Base Rate Loan when an Overadvance exists or is caused by the funding thereof under the Dutch Subfacility.

“ Parallel Debt ” shall have the meaning provided in the Dutch Security Agreements.

“ Parent Company ” shall mean any direct or indirect parent company of the Company.

“ Participant ” shall have the meaning provided in Section 12.04(f) .

“ Patriot Act ” shall have the meaning provided in Section 12.15 .

“ Payment in Full Date ” shall mean the date on which all Obligations (other than (i) any Secured Bank Product Obligations and (ii) any contingent indemnification obligations or other contingent obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit is outstanding (other than any Letter of Credit that is (x) Cash Collateralized by Cash Collateral held in the LC Collateral Account, in the name of the applicable Administrative Agent and for the benefit of the applicable Issuing Bank, in an amount equal to 103.0% of the LC Exposure with respect to such Letter of Credit or (y) backstopped on terms reasonably satisfactory to the applicable Issuing Bank).

“ Payment Office ” shall mean (i) with respect to the U.S. Subfacility the office of the Administrative Agent located at Bank of America, N.A., 20975 Swenson Drive, Suite 200, Waukesha, WI 53186 , Attention: Erin Cordes, (ii) with respect to the Canadian Subfacility, the office of the Administrative Agent located at Bank of America, N.A., Canada Branch, 181 Bay Street, Suite 400, Toronto, ON, M5J 2V8, Attention: Teresa Tsui and (iii) with respect to the Dutch Subfacility, the office of the Administrative Agent located at Bank of America N.A., 26 Elmfield Road, Bromley, BR1 1WA, Attention: Michelle Stanley; or, in each case, such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

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“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“ PCMLTFA ” shall mean Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada.

“ Participating Member State ” shall mean any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“ Perfection Certificate ” shall mean the Perfection Certificate substantially in the form approved by the Collateral Agent, as the same may be supplemented from time to time pursuant to Section 8.01(c) .

“ Permitted Acquisition ” shall mean the acquisition by the Company or any Restricted Subsidiary of an Acquired Entity or Business; provided that (i) the board of directors (or similar governing body) of the Person to be so acquired, or the board of directors of the Person that owns the assets to be so acquired, as the case may be, either (x) shall have approved such acquisition or (y) shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn), (ii) if such acquisition involves the acquisition of Equity Interests of a Person that upon such acquisition would become a Subsidiary, such acquisition shall result in the issuer of such Equity Interests becoming a Restricted Subsidiary and, to the extent required by Section 8.10 , a Guarantor, (iii) to the extent required by the Collateral and Guarantee Requirement, such acquisition shall result in the Collateral Agent, for the benefit of the Secured Creditors, being granted a security interest in any Capital Stock or any assets so acquired, (iv) both immediately prior to and after giving pro forma effect to such acquisition, no Event of Default under either Section 10.01 or Section 10.05 shall have occurred and be continuing and (v) immediately after giving pro forma effect to such acquisition, the Company and its Restricted Subsidiaries shall be in compliance with Section 9.09 .

“ Permitted Acquisition Consideration ” shall mean, in connection with any Permitted Acquisition or other acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Contingent Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness Incurred in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by the Company or its Restricted Subsidiaries.

“ Permitted Asset Swap ” shall mean the substantially concurrent purchase and sale or exchange of Related Business Assets constituting Real Property or Equipment or a combination of Related Business Assets constituting Real Property or Equipment and Investment Cash Equivalents between the Company or any of the Restricted Subsidiaries and another Person; provided that any Investment Cash Equivalents received must be applied in accordance with Section 9.02 hereof; provided , further , that the assets received are pledged as Collateral to the extent required by the Collateral and Guarantee Requirement.

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“ Permitted Discretion ” shall mean the Administrative Agent’s reasonable credit judgment (from the perspective of an asset-based Lender) in establishing Reserves exercised in good faith in accordance with customary business practices for similar asset based lending facilities, based upon its consideration of any factor that it reasonably believes (i) could adversely affect the quantity, quality, mix or value of Collateral included in the applicable Borrowing Base (including any applicable Requirements of Law that may inhibit collection of a receivable), the enforceability or priority of the Collateral Agent’s Liens thereon, or the amount that the Administrative Agents, the Collateral Agent, the Lenders or the Issuing Banks could receive in liquidation of any Collateral included in the applicable Borrowing Base; (ii) that any collateral report or financial information delivered by any Borrower or Guarantor is incomplete, inaccurate or misleading; or (iii) could create a Default or Event of Default.

“ Permitted Encumbrances ” shall mean, with respect to any Mortgaged Property, such exceptions to title as are set forth in the mortgage title insurance policy delivered with respect thereto, all of which exceptions must be reasonably acceptable to the Administrative Agent.

“ Permitted Investments ” shall have the meaning provided in Section 9.05 .

“ Permitted Liens ” shall have the meaning provided in Section 9.01 .

“ Person ” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, unlimited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“ Plan ” shall mean any pension plan as defined in Section 3(2) of ERISA other than a Multiemployer Plan, which is subject to Section 412 of the Code or Title IV of ERISA and is maintained or contributed to by (or to which there is an obligation to contribute of) a Credit Party or with respect to which a Credit Party has, or may have, any liability, including, for greater certainty, liability arising from an ERISA Affiliate.

“ Pounds Sterling ”, “Sterling” and “ £ ” shall mean the lawful currency of the United Kingdom.

“ PPSA ” shall mean the Personal Property Security Act (Ontario) and the regulations thereunder; provided , however , if validity, perfection and effect of perfection and non-perfection of the Collateral Agent’s Lien on any applicable Collateral are governed by the personal property security Requirements of Law of any Canadian jurisdiction other than Ontario, PPSA shall mean those personal property security Requirements of Law (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

“ Preferred Stock ” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Prime Rate ” shall mean the rate of interest announced by BANA from time to time as its prime rate. Such rate is set by BANA on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by BANA shall take effect at the opening of business on the day specified in the announcement.

“ Priority Lien ” shall have the meaning provided in the definition of the term “Canadian Priority Payables”.

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“ Pro Rata Percentage ” of any Lender at any time shall mean either (i) the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment, (ii) the percentage of the total Canadian Revolving Commitments represented by such Lender’s Canadian Revolving Commitment, (iii) the percentage of the total U.S. Revolving Commitments represented by such Lender’s U.S. Revolving Commitment or (iv) the percentage of the total Dutch Revolving Commitments represented by such Lender’s Dutch Revolving Commitment, as applicable. The initial Pro Rata Percentages of each Lender under one or more Subfacilities are set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“ Projections ” shall have the meaning provided in Section 5.10 .

“ Protective Advance ” shall have the meaning provided in Section 2.18.

“ Purchase Money Obligations ” shall mean Indebtedness incurred to finance or refinance the acquisition or leasing by the Company or a Restricted Subsidiary of such asset, including additions and improvements or the installation, construction, improvement or restoration of such asset and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person owning such property or assets); provided that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further that such Indebtedness is incurred within 365 days after such acquisition or lease of, or the completion of construction of, such asset by the Company or Restricted Subsidiary.

“ Qualified Equity Interests ” shall mean any Equity Interests that are not Disqualified Stock.

“ Quebec Hypothec ” has the meaning provided to such term in clause (ii) of the definition of the term “Canadian Security Agreements”.

“ Rate Determination Date ” shall mean two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as reasonably determined by the applicable Administrative Agent; provided that, to the extent such market practice is not administratively feasible for the applicable Administrative Agent, such other day as otherwise reasonably determined by the applicable Administrative Agent).

“ Rating Agencies ” shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the applicable securities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“ RDPRM ” means Registre Des Droits Personneles et Réels Mobiliers de Quebec.

“ Real Property ” of any Person shall mean, collectively, the right, title and interest of such Person (including any leasehold, mineral or other estate) in and to any and all land, improvements and fixtures owned, leased or operated by such Person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

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“ Receivables Collection Reserve ” shall mean a reserve in the amount reasonably anticipated by the Administrative Agent, in its Permitted Discretion, to be necessary to compensate the Administrative Agent for fees or other amounts payable to a Dutch administrator to collect amounts due on Eligible Accounts with Account Debtors located in Account Debtor Approved Countries with respect to which the Additional Account Security Actions have not been taken.

“ Recipient ” shall have the meaning provided in Section 4.02(b) .

“ Refinancing Indebtedness ” shall have the meaning provided in Section 9.04 .

“ Refunding Capital Stock ” shall have the meaning provided in Section 9.03(b)(ii) .

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“ Regulation T ” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Regulation X ” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“ Related Business Assets ” shall mean assets (other than Investment Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Related Real Estate Documents ” shall mean (i) a Mortgage and, if applicable, fixture filings; (ii) a mortgagee title insurance policy (or unconditional commitment to issue such policy), insuring the Collateral Agent’s interest under the Mortgage, in a form and by an insurer reasonably acceptable to the Collateral Agent in an amount not to exceed the Fair Market Value of the Mortgaged Property under the Mortgage, which must be fully paid on such effective date; (iii) solely with respect to a Mortgage on Real Property located in the United States, a new ALTA survey or (b) an existing as-built survey of the Mortgaged Property (together with a no change affidavit) sufficient for the title company to remove the standard survey exceptions and issue the survey-related endorsements (to the extent such endorsements are available at commercially reasonable rates); (iv) solely with respect to a Mortgage on Real Property located in Canada, and only to the extent required by the applicable title company to remove the standard survey exceptions and issue the survey-related endorsements (to the extent such endorsements are available at commercially reasonable rates), either (a) an existing as-built survey of the Mortgaged Property (together with a no change affidavit), or (b) if insufficient, a new survey prepared by a qualified land surveyor; (v) solely with respect to a Mortgage on Real Property located in the United States, a life-of-loan flood hazard determination and, if the Mortgaged Property is located in a flood plain, an acknowledged notice to borrower and evidence of flood insurance in accordance with Section 8.03 ; (vi) a mortgage opinion, addressed to the Collateral Agent and the Secured Creditors covering the due authorization, execution, delivery and enforceability of the applicable Mortgage and such other customary matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request (if not covered by title insurance), and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (vii) evidence reasonably satisfactory to the Administrative Agent that the applicable Credit Parties have delivered to the title company such standard and customary affidavits, certificates, information, instruments of indemnification (including so-called “gap” indemnification) and other documents as may be reasonable necessary to cause the title company to issue the title insurance policies as contemplated by clause (ii) above; and (viii) evidence reasonably satisfactory to the Administrative Agent of payment by the Company or other applicable Credit Party of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and other real estate documents and the issuance of the title policies contemplated by clause (ii) above.

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“ Release ” shall mean disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring or seeping into, through or upon the Environment or within, from or into any building or other occupied structure or facility.

“ Relevant Borrower ” shall mean, with respect to any Borrowing, the Borrower requesting such Borrowing or with respect to any Letter of Credit, the Borrower requesting the issuance of same.

“ Rent Reserve ” shall mean with respect to any facility, warehouse, distribution center or depot where any Inventory or Equipment subject to Liens arising by operation of law is located and with respect to which no Collateral Access Agreement is in effect, a reserve equal to (a) in the case of any leased location, three months gross rent at such facility, warehouse, distribution center or depot and (b) in the case of any other such location, an amount reasonably determined by the Administrative Agent in its Permitted Discretion in accordance with the provisions of Section 2.22 in respect of the liabilities owed to the applicable bailee or warehouseman.

“ Replaced Lender ” shall have the meaning provided in Section 3.04 .

“ Replacement Lender ” shall have the meaning provided in Section 3.04 .

“ Required Lenders ” shall mean Non-Defaulting Lenders holding more than 50% of the sum of the (i) total Outstanding Amount (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in LC Obligations and Swingline Loans being deemed “held” by such Revolving Lender for purposes of this definition) and (ii) aggregate unused Commitments held by Non-Defaulting Lenders at such time as of any date of determination.

“ Required Reserve Notice ” shall mean (a) so long as no Event of Default has occurred and is continuing, at least three Business Days’ advance notice to the Company, and (b) if an Event of Default has occurred and is continuing, one Business Days’ advance notice to the Company (or no advance notice to the Company, as may reasonably be determined to be appropriate by the Administrative Agent in its Permitted Discretion to protect the interests of the Lenders). Notwithstanding the preceding sentence, changes to the Reserves solely for purposes of (a) correcting mathematical or clerical errors or (b) imposing restrictions to account for the limitations on Account Debtors in certain Account Debtor Approved Countries upon any Cash Dominion Event, shall not be subject to such notice period.

“ Requirement of Law ” shall mean, with respect to any Person, any statute, law, treaty, rule, regulation, order, decree, writ, official administrative pronouncement, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“ Reserves ” shall mean, without duplication of any items that are otherwise addressed or excluded through eligibility criteria (including the Collateral and Guarantee Requirement, the Additional Account Security Actions and the Additional Inventory Security Actions), such reserves as the Administrative Agent from time to time establishes or modifies in its Permitted Discretion in accordance with the provisions of Section 2.22 , including, without limitation, Dilution Reserves, Rent Reserves, Hedge Reserves, Amortization Reserves and with respect to the Canadian Borrowing Base, the Canadian Priority Payables Reserve and the Receivables Collection Reserve (solely during a Cash Dominion Period).

“ Responsible Officer ” shall mean, with respect to any Person, its chief executive officer, president, chief financial officer or any vice president, treasurer, chief accounting officer, controller or other officer of such Person having substantially the same authority and responsibility, or in relation to a Dutch Credit Party, its director or any other person validly authorized to represent that Dutch Credit Party and, as to any certificate (other than (i) the Borrowing Base Certificate and (ii) the solvency certificate), delivered on the Closing Date, any secretary or assistant secretary of such Person; provided that, with respect to compliance with financial covenants, and the certificate required to be delivered pursuant to clause (iv) of the definition of “Distribution Conditions”, “Responsible Officer” shall mean the chief executive office, chief financial officer, treasurer, chief accounting officer or controller of the Company, or any other officer of the Company having substantially the same authority and responsibility.

“ Restricted Investment ” shall mean any Investment other than a Permitted Investment.

“ Restricted Junior Debt Prepayments ” shall mean principal payments on, and redemptions, defeasances and other acquisitions or retirements for value of, any Junior Debt, in each case, prior to any scheduled repayment or sinking fund payment with respect thereto or maturity thereof, other than Junior Debt permitted under clauses (vii), (viii) or (ix) of Section 9.04 .

“ Restricted Payment ” shall have the meaning provided in Section 9.03(a) .

“ Restricted Subsidiary ” shall mean each Subsidiary other than any Unrestricted Subsidiary. Unless the context otherwise requires, “Restricted Subsidiaries” shall mean the Restricted Subsidiaries of the Company. The U.S. Credit Parties, the Canadian Credit Parties (other than the Company) and the Dutch Credit Parties shall at all times constitute Restricted Subsidiaries of the Company.

“ Returns ” shall have the meaning provided in Section 7.09 .

“ Revaluation Date ” shall mean (a) with respect to any Loan, each of the following: (i) each date of a Borrowing denominated in a currency other than Dollars, (ii) each date of a continuation of a Loan denominated in a currency other than Dollars pursuant to Section 2.08 , and (iii) such additional dates as set forth in Section 1.06(a); and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in a currency other than Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in a currency other than Dollars, (iv) in the case of all Existing Letters of Credit denominated in a currency other than Dollars, the Closing Date, and (v) such additional dates as set forth in Section 1.06(a) .

“ Revolving Availability Period ” shall mean the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

“ Revolving Borrowing ” shall mean a Canadian Revolving Borrowing, a Dutch Revolving Borrowing and/or a U.S. Revolving Borrowing, as the context may require.

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“ Revolving Commitment ” shall mean the Canadian Revolving Commitment, the U.S. Revolving Commitment, and/or the Dutch Revolving Commitment, as the context may require.

“ Revolving Commitment Increase ” shall have the meaning provided in Section 2.15(a) .

“ Revolving Commitment Increase Notice ” shall have the meaning provided in Section 2.15(b) .

“ Revolving Exposure ” shall mean the Canadian Revolving Exposure, the U.S. Revolving Exposure, and/or the Dutch Revolving Exposure, as the context may require.

“ Revolving Lender ” shall mean a Lender with a Revolving Commitment.

“ Revolving Loans ” shall mean Canadian Revolving Loans, U.S. Revolving Loans, Dutch Revolving Loans, Protective Advances and/or Overadvance Loans, as the context may require.

“ Revolving Note ” shall mean the U.S. Revolving Note, the Canadian Revolving Note and/or the Dutch Revolving Note.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of the McGraw Hill Company, Inc., and any successor owner of such division.

“ Sale-Leaseback Transaction ” shall mean any arrangement providing for the leasing by the Company or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“ Sanction(s) ” shall mean any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“ HMT ”) or the federal government of Canada.

“ SEC ” shall have the meaning provided in Section 8.01(g) .

“ Second Lien Claimholders ” shall have the meaning provided in the Intercreditor Agreement.

“ Second Lien Collateral Agent ” shall have the meaning provided in the Intercreditor Agreement.

“ Second Lien Loan Agreement ” shall mean the Second Lien Loan Agreement, dated as of October 9, 2015, among the Company, the U.S. Parent Borrower, certain subsidiaries of the Company, the lending institutions from time to time parties thereto and Bank of Montreal, as administrative agent and collateral agent.

“ Second Lien Loans ” shall mean the loans incurred pursuant to the Second Lien Loan Agreement.

“ Second Lien Notes ” shall mean the second lien notes that may be issued pursuant to the Second Lien Notes Indenture.

“ Second Lien Notes Indenture ” shall mean the form of Senior Secured Second Lien Notes Indenture, attached as Exhibit B to the Second Lien Loan Agreement, that will be entered into if the U.S. Parent Borrower exchanges the Second Lien Loans for Second Lien Notes or such other agreement as may govern any Refinancing Indebtedness in respect to the Second Lien Loans and related obligations under the Second Lien Loan Agreement and the related loan documents.

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“ Section 8.01 Financials ” shall mean the quarterly and annual financial statements required to be delivered pursuant to Sections 8.01(a) and (b) .

“ Secured Bank Product Obligations ” shall mean all obligations in respect of Bank Product Debt (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or a stay under any applicable Debtor Relief Laws in any jurisdiction would become due and including any interest, fees and other amounts accruing after the commencement of any proceeding under any applicable Debtor Relief Laws in any jurisdiction, whether or not such interest, fees and other amounts are allowed or allowable claims in such proceeding) owing to a Secured Bank Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other than BANA and its Affiliates or branches) specified by such provider in writing to the Administrative Agent, which amount may be established or increased (by further written notice by the Company to the Administrative Agent from time to time) as long as no Default or Event of Default then exists.

“ Secured Bank Product Provider ” shall mean each Cash Management Bank and each Secured Hedge Bank; provided that such provider who is not BANA delivers written notice to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 11.12 ; provided , further , that (x) in the case of any Bank Product in existence on the Closing Date that is provided by a Person (other than BANA) who is, as of the Closing Date, a Lender, an Agent, a Joint Lead Arranger or an Affiliate of a Person who is, as of the Closing Date, a Lender, an Agent or a Joint Lead Arranger, such written notice required by the immediately preceding proviso shall be delivered to the Administrative Agent on or prior to the Closing Date and (y) in the case of any Bank Product not in existence on the Closing Date that is provided by a Secured Hedge Bank or a Secured Cash Management Bank (other than the U.S. Administrative Agent at the time of the creation of the relevant Bank Product), such written notice required by the immediately preceding proviso shall be delivered to the Administrative Agent within 30 calendar days after the creation of the relevant Bank Product.

“ Secured Creditors ” shall mean, collectively, the Administrative Agents, the Collateral Agent, the Lenders, the Issuing Banks and each Secured Bank Product Provider.

“ Secured Hedge Bank ” shall mean any Person that is a counterparty to a Hedging Agreement with a Credit Party or one of its Restricted Subsidiaries, in its capacity as such, and that either (i) was a Lender, an Agent, a Joint Lead Arranger or an Affiliate of a Lender, an Agent, or a Joint Lead Arranger at the time it entered into such Hedging Agreement or (ii) becomes a Lender, an Agent or an Affiliate of a Lender or an Agent after it has entered into such Hedging Agreement.

“ Secured Reserved Hedge ” shall mean any Secured Bank Product Obligations arising under a Hedging Agreement with a Secured Hedge Bank with respect to which the Company and the Secured Bank Product Provider thereof have notified the Administrative Agent of the intent to include such Secured Bank Product Obligations as permitted to be repaid under clause seventh of the default waterfall set forth in Section 10.11 and with respect to which the Administrative Agent in its Permitted Discretion in accordance with the provisions of Section 2.22 establishes a Hedge Reserve in respect thereof in an amount equal to the Swap Termination Value in respect thereof so long as no Overadvance would result from establishment of a Hedge Reserve for such amount and for all other Secured Reserved Hedges.

“ Secured Unreserved Hedge ” shall mean any Secured Bank Product Obligations arising under a Hedging Agreement other than a Secured Reserved Hedge.

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“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Security Agreements ” shall mean (i) the Canadian Security Agreements, (ii) the U.S. Security Agreement and (iii) the Dutch Security Agreements.

“ Security Document ” shall mean and include each Canadian Security Document, each Dutch Security Document, each U.S. Security Document, the English Control Agreements, the charges or other similar security documents entered into in Inventory Approved Countries and/or Account Debtor Approved Countries, as the context may require, and, after the execution and delivery thereof, any other document pursuant to which a Lien is granted to a Collateral Agent to secure the Obligations.

“ Settlement Date ” shall have the meaning provided in Section 2.14(a) .

“ Significant Asset Sale ” shall mean each Asset Sale (and any Casualty Event) with respect to Collateral resulting in net cash proceeds in excess of 10% of the Borrowing Base.

“ Similar Business ” shall mean (a) any business engaged or proposed to be engaged in by the Company or any of the Restricted Subsidiaries on the Closing Date and any reasonable extension thereof and (b) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and the Restricted Subsidiaries are engaged or proposed to be engaged on the Closing Date.

“ Solvent ” shall mean, at the time of determination (a) each of the Fair Value and the Present Fair Saleable Value of the assets of a Person and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (b) such Person and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (c) such Person and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature. Defined terms used in the foregoing definition shall have the meanings set forth in the solvency certificate delivered on the Closing Date pursuant to Section 5.05 .

“ Specified Existing Revolving Commitment Class ” shall have the meaning provided in Section 2.19(a) .

“ Specified Payment ” shall mean (a) any Restricted Payment, Restricted Junior Debt Prepayment or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary that, in each case, is subject to the satisfaction of the Distribution Conditions or (b) any Investment (including a Permitted Acquisition) or incurrence of Indebtedness that, in each case, is subject to the satisfaction of the Investment and Junior Debt Incurrence Conditions.

“ Spot Rate ” shall mean, on any day with respect to any currency, the exchange rate that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by the Administrative Agent) as of the end of the preceding Business Day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate, as determined by the Administrative Agent and posted on a daily basis to the electronic loan platform maintained by the Administrative Agent and accessible by the parties hereto (the “ Electronic Platform ”), for the purchase of the first currency with the second currency as in effect during the preceding business day in the Administrative Agent's principal foreign exchange trading office for the first currency; provided that in the case of clause (b) only, if such exchange rate is not posted to the Electronic Platform on any day with respect to any currency, the Spot Rate on such day with respect to such currency shall be equal to the Spot Rate for such currency on the most recent preceding date on which a Spot Rate with respect to such currency was posted to the Electronic Platform.

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“ Stated Amount ” of any Letter of Credit shall mean, unless otherwise specified herein, the stated amount of such Letter of Credit in effect at such time.

“ Subfacilities ” shall have the meaning provided in the recitals hereto.

“ Subordinated Intercompany Note ” shall mean the Subordinated Intercompany Note, dated as of the Closing Date, substantially in the form of Exhibit L hereto, executed by the Company, each Restricted Subsidiary of the Company and each other Credit Party, together with any joinders thereto.

“ Subsidiary ” shall mean, as to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership, joint venture, limited liability company or similar entity of which (A) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and (B) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“ Subsidiary Guarantor ” shall have the meaning provided in the definition of the term “Collateral and Guarantee Requirement”.

“ Successor Company ” shall have the meaning provided in Section 9.11(a) .

“ Successor Person ” shall have the meaning provided in Section 9.11(b) .

“ Successor U.S. Parent Borrower ” shall have the meaning provided in Section 9.11(a) .

“ Supermajority Lenders ” shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if the percentage “50%” contained therein were changed to “66-2/3%.”

“ Swap Obligation ” shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

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“ Swingline Commitment ” shall mean the U.S. Swingline Commitment, the Dutch Swingline Commitment and/or the Canadian Swingline Commitment.

“ Swingline Exposure ” shall mean, with respect to any Lender, at any time, such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of the Swingline Loans outstanding at such time under such Subfacility or Subfacilities.

“ Swingline Lender ” shall mean the U.S. Swingline Lender, the Dutch Swingline Lender and/or the Canadian Swingline Lender.

“ Swingline Loan ” shall mean U.S. Swingline Loans, Dutch Swingline Loans and/or Canadian Swingline Loans.

“ Swingline Note ” shall mean U.S. Swingline Notes, Dutch Swingline Notes and/or Canadian Swingline Notes.

“ Swiss Francs ” or “Fr.” shall mean the lawful currency of Switzerland.

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, fees, assessments, liabilities or withholdings imposed by any Governmental Authority, including any interest, penalties and additions to tax with respect thereto.

“ Test Period ” shall mean each period of four consecutive fiscal quarters of the Company (in each case taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 8.01 .

“ Threshold Amount ” shall mean $20,000,000.

“ Total Excess Availability ” shall mean, at any time, the amount equal to (i) the Line Cap at such time minus (ii) the sum of, without duplication (A) the Dollar Equivalent of the aggregate Revolving Loans and Swingline Loans then outstanding and (B) the Dollar Equivalent of the aggregate LC Exposure at such time.

“ Transaction ” shall mean, collectively, (i) the execution, delivery and entering into of the Credit Documents and the incurrence of Loans on the Closing Date, (ii) the repayment of the “Obligations” under and as defined in the Existing Credit Agreements and (iii) the payment of all Transaction Costs.

“ Transaction Costs ” shall mean the fees, premiums and expenses payable by the Company and its Subsidiaries in connection with the transactions described in clauses (i) through (ii) of the definition of the term “Transaction.”

“ Treasury Capital Stock ” shall have the meaning provided in Section 9.03(b)(ii) .

“ Type ” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e ., whether a U.S. Base Rate Loan, Eurocurrency Rate Loan, Canadian Base Rate Loan, Canadian Prime Loan, European Base Rate Loan or B/A Equivalent Loan.

“ UCC ” shall mean the Uniform Commercial Code in effect in the State of New York from time to time; provided , however , that, at any time, if by reason of mandatory provisions of any Requirement of Law, the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York governs, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions relating to such perfection or priority and for purposes of definitions relating to such provisions.

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“ United States ” and “ U.S. ” shall each mean the United States of America.

“ Unreimbursed Amount ” shall have the meaning specified in Section 2.13(d) .

“ Unrestricted Subsidiary ” shall mean (i) each Subsidiary of the Company listed on Schedule 1.01A and (ii) any Subsidiary of the Company designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to Section 8.14 subsequent to the Closing Date; provided , however , that no Borrower shall be designated as an Unrestricted Subsidiary.

“ Unused Line Fee ” shall have the meaning provided in Section 2.05(a) .

“ Unused Line Fee Rate ” shall mean, for any day, (i) initially, a percentage per annum equal to 0.30% and (ii) following the end of the first full fiscal quarter after the Closing Date, a percentage per annum determined by reference to the following grid based on the Average Usage under the applicable Subfacility as of the most recent Adjustment Date:

Average Usage	Unused Line Fee Rate
< 25%	0.30%
≥ 25%	0.25%

“ U.S. Administrative Agent ” shall have the meaning provided in the preamble hereto and any successor thereto appointed pursuant to Section 11.09 .

“ U.S. Base Rate ” at any time shall mean the highest of (i) the Prime Rate, (ii) the rate which is 1/2 of 1% in excess of the Federal Funds Rate and (iii) the Eurocurrency Rate for a Eurocurrency Rate Loan with a one-month interest period commencing on such day plus 1.00% . For purposes of this definition, the Eurocurrency Rate shall be determined using the Eurocurrency Rate as otherwise determined by the U.S. Administrative Agent in accordance with the definition of Eurocurrency Rate. Any change in the U.S. Base Rate due to a change in the Prime Rate, the Federal Funds Rate or such Eurocurrency Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Rate or such Eurocurrency Rate, respectively.

“ U.S. Base Rate Loan ” shall mean each Revolving Loan which is designated or deemed designated as a U.S. Base Rate Loan by the applicable U.S. Borrower at the time of the incurrence thereof or conversion thereto.

“ U.S. Borrowers ” shall mean the U.S. Parent Borrower and each Domestic Subsidiary of the Company that executes a counterpart hereto and to any other applicable Credit Document to become a Borrower, whether on the Closing Date or after the Closing Date in accordance with Section 2.21 .

“ U.S. Borrowing Base ” shall mean, at the time of any determination, an amount equal to the sum of the Dollar amount (for this purpose, using the Dollar Equivalent of amounts not denominated in Dollars), without duplication, of

(a) (I) 85% of the aggregate Outstanding Balance of Eligible U.S. Accounts (other than Eligible Insured and Letter of Credit Backed Accounts) at such time plus (II) 90% of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit Backed Accounts of the U.S. Borrowers at such time; plus

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(b) the lesser of (i) 70% of the lesser of the Cost or Fair Market Value of Eligible U.S. Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value of Eligible U.S. Inventory at such time; plus

(c) the lesser of (x) 75% of the appraised Fair Market Value of Eligible U.S. Real Estate (the “ U.S. Real Estate Component ”), plus 85% of the appraised Net Orderly Liquidation Value of the Eligible U.S. Equipment (the “ U.S. Equipment Component ”), and (y) $50,000,000 (taken together with amounts included in the Canadian Borrowing Base pursuant to clause (c) thereof) (the “ U.S. Fixed Asset Amount ”); provided that, commencing with the Borrowing Base calculation delivered for June 30, 2016: (i) the U.S. Real Estate Component shall be reduced quarterly based on a 15-year straight-line depreciation schedule, (ii) the U.S. Equipment Component shall be reduced quarterly based on a 7-year straight-line depreciation schedule and (iii) the U.S. Fixed Asset Amount, shall be reduced quarterly pursuant to the depreciation schedule set forth as Schedule 1.01D hereto; provided, further, that, if a Fixed Asset Reappraisal Event occurs and the Company chooses to have the U.S. Borrowing Base calculated based on the updated information set forth in the relevant Appraisals (and including only the Eligible Equipment and Eligible Fee-Owned Real Estate so appraised), then, commencing with the Borrowing Base calculation delivered immediately after the date of such Fixed Asset Reappraisal Event until such time as a further additional Appraisal is completed, if ever, on the applicable assets, the amortization of the U.S. Real Estate Component and the U.S. Equipment Component shall be reset so that (i) the U.S. Real Estate Component shall be reduced quarterly based on a 15-year straight-line depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event and the U.S. Equipment Component shall be reduced quarterly based on a 7-year straight-line depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event and (ii) the U.S. Fixed Asset Amount shall be reduced pursuant to an updated depreciation schedule commencing with the first full fiscal quarter to occur after the date of any such Fixed Asset Reappraisal Event of the type set forth as Schedule 1.01D, which will reflect the then current mix of Eligible U.S. Real Estate and Eligible U.S. Equipment; plus

(d) 100% of the unrestricted Borrowing Base Cash Equivalents of the U.S. Borrowers (to the extent held in Deposit Accounts in the United States (x) maintained with BANA and (y) subject to Deposit Account Control Agreements in favor of the Collateral Agent); plus

(e) if a Borrowing Base Reallocation Notice is delivered by the Company, a portion of the positive amount, if any, by which the Canadian Borrowing Base and the Dutch Borrowing Base exceed the total Canadian Revolving Exposure and/or Dutch Revolving Exposure of all Lenders on the date of such delivery, may be reallocated to the U.S. Borrowing Base; provided that a Borrowing Base Reallocation Notice may only be delivered once in any calendar month, and shall set forth the requested reallocation of available Borrowing Base among Subfacilities, and which reallocation shall become effective upon confirmation by the Administrative Agent that such reallocation would not cause the Revolving Exposure under any Subfacility to exceed the Borrowing Base for the applicable Subfacility, and which reallocation shall remain effective thereafter until such time, if any, as a new Borrowing Base Reallocation Notice is received and has become effective; minus

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(f) the portion of the U.S. Borrowing Base, if any, that is reallocated to the Canadian Borrowing Base and/or the Dutch Borrowing Base pursuant to clause

(g) of the definition of the term “Canadian Borrowing Base” and/or clause (c) of the definition of the term “Dutch Borrowing Base,” respectively; minus (g) any Reserves established or modified from time to time by the Administrative Agent in the exercise of its Permitted Discretion in accordance with Section 2.22 ;

The U.S. Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.15(a) , adjusted as necessary (pending the delivery of a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale or the acquisition of any assets in a Permitted Acquisition or similar Investment (or any event or circumstance which, pursuant to the eligibility rules set forth in the definitions of Eligible Account, Eligible Equipment, Eligible Inventory, Eligible Insured and Letter of Credit Backed Accounts or Eligible Fee-Owned Real Estate, renders any such Account, Equipment, Inventory or Real Property eligible or ineligible for inclusion in the U.S. Borrowing Base after delivery of the most recent Borrowing Base Certificate). The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall reasonably determine and the Administrative Agent will notify the Company promptly in writing after making any such correction.

“ U.S. Collateral ” shall mean all the “Collateral” (or equivalent term) as defined in the U.S. Security Agreement and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by any U.S. Credit Parties pursuant to any U.S. Security Document.

“ U.S. Collection Account ” shall have the meaning provided in Section 8.15(c)(ii) .

“ U.S. Collection Bank ” shall have the meaning provided in Section 8.15(c)(ii) .

“ U.S. Credit Party ” shall mean each U.S. Borrower and each U.S. Subsidiary Guarantor.

“ U.S. Dilution Reserve ” shall mean, at any date, (i) the amount by which the consolidated Dilution Ratio of Eligible U.S. Accounts exceeds five percent (5%) multiplied by (ii) the Eligible U.S. Accounts on such date.

“ U.S. Dollars ” or “ Dollars ” and the sign “ $ ” shall each mean freely transferable lawful money (expressed in dollars) of the United States.

“ U.S. Dominion Account ” shall have the meaning provided in Section 8.15(c)(i) .

“ U.S. Equipment Component ” shall have the meaning provided in the definition of the term “U.S. Borrowing Base”.

“ U.S. Fixed Asset Amount ” shall have the meaning provided in the definition of the term “U.S. Borrowing Base”.

“ U.S. Issuing Bank ” shall mean, as the context may require, (a) BANA or any Affiliate of BANA with respect to Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.13(i) and 2.13(k) , with respect to Letters of Credit issued by such Lender; (c) with respect to any Existing Letter of Credit set forth on Part C of Schedule 1.01B , the Lender which is the issuer of such Existing Letter of Credit or (d) collectively, all of the foregoing.

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“ U.S. LC Credit Extension ” shall mean, with respect to any U.S. Letter of Credit, the issuance, amendment or renewal thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ U.S. LC Disbursement ” shall mean a payment or disbursement made by a U.S. Issuing Bank pursuant to a U.S. Letter of Credit.

“ U.S. LC Documents ” shall mean all documents, instruments and agreements delivered by a U.S. Borrower or any other Person to a U.S. Issuing Bank or the U.S. Administrative Agent in connection with any U.S. Letter of Credit.

“ U.S. LC Exposure ” shall mean at any time the sum of (a) the aggregate undrawn Stated Amount of all outstanding U.S. Letters of Credit at such time plus (b) the aggregate principal amount of all U.S. LC Disbursements that have not yet been reimbursed at such time. The U.S. LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate U.S. LC Exposure at such time.

“ U.S. LC Obligations ” shall mean the sum (without duplication) of (a) all amounts owing by the U.S. Borrower in respect of any U.S. LC Disbursements (including any payment obligations arising therefrom); and (b) the Stated Amount of all outstanding U.S. Letters of Credit.

“ U.S. LC Sublimit ” shall mean $50,000,000.

“ U.S. Letter of Credit ” shall mean any letters of credit issued or to be issued by a U.S. Issuing Bank under the U.S. Subfacility for the account of the U.S. Borrowers pursuant to Section 2.13 .

“ U.S. Line Cap ” shall mean, at any time, an amount that is equal to the lesser of (a) the U.S. Revolving Commitments and (b) the U.S. Borrowing Base.

“ U.S. Parent Borrower ” shall have the meaning provided in the recitals hereto and shall include, if applicable, any Successor U.S. Parent Borrower.

“ U.S. Protective Advance ” shall have the meaning provided in Section 2.18 .

“ U.S. Real Estate Component ” shall have the meaning provided in the definition of the term “U.S. Borrowing Base”.

“ U.S. Revolving Borrowing ” shall mean a Borrowing comprised of U.S. Revolving Loans.

“ U.S. Revolving Commitment ” shall mean, with respect to each U.S. Revolving Lender, the commitment, if any, of such Lender to make U.S. Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “U.S. Revolving Commitment,” or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its U.S. Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 , (b) reduced or increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04 . The aggregate amount of the Lenders’ U.S. Revolving Commitments on the Closing Date is $260,000,000.

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“ U.S. Revolving Exposure ” shall mean, with respect to any U.S. Revolving Lender at any time, the aggregate principal amount at such time of all outstanding U.S. Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s U.S. LC Exposure, plus the aggregate amount at such of such Lender’s U.S. Swingline Exposure.

“ U.S. Revolving Lender ” shall mean any Lender under the U.S. Subfacility.

“ U.S. Revolving Loans ” shall mean advances made to or at the request of a U.S. Borrower pursuant to Section 2.01(i) hereof under the U.S. Subfacility.

“ U.S. Revolving Note ” shall mean each revolving note substantially in the form of Exhibit B-1 hereto.

“ U.S. Security Agreement ” shall mean the U.S. Security Agreement, dated as of the Closing Date, by and between the Collateral Agent and each of the U.S. Credit Parties.

“ U.S. Security Documents ” shall mean the U.S. Security Agreement and, after the execution and delivery thereof, each Mortgage executed and delivered by any U.S. Credit Party with respect to any Real Property of such U.S. Credit Party and each other document executed and delivered by any U.S. Credit Party pursuant to which a Lien is granted (or purported to be granted) in favor of the Collateral Agent to secure the Obligations, and each document, if any, executed and delivered by any U.S. Credit Party pursuant to the Additional Account Security Actions.

“ U.S. Subfacility ” shall have the meaning provided in the recitals hereto.

“ U.S. Subsidiary Guarantor ” shall mean each Domestic Restricted Subsidiary (other than the U.S. Borrowers) in existence on the Closing Date (other than any Excluded Subsidiary), as well as each Domestic Restricted Subsidiary established, created or acquired after the Closing Date which becomes a party to this Agreement as a Guarantor in accordance with the Collateral and Guarantee Requirement.

“ U.S. Swingline Commitment ” shall mean the commitment of the U.S. Swingline Lender to make loans under the U.S. Subfacility pursuant to Section 2.12 , as the same may be reduced from time to time pursuant to Section 2.07 .

“ U.S. Swingline Exposure ” shall mean, at any time, the aggregate principal amount at such time of all outstanding U.S. Swingline Loans. The U.S. Swingline Exposure of any U.S. Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate U.S. Swingline Exposure at such time.

“ U.S. Swingline Lender ” shall mean BANA and its permitted successors and permitted assigns.

“ U.S. Swingline Loan ” shall mean any Loan made by the Swingline Lender pursuant to Section 2.12 .

“ U.S. Swingline Note ” shall mean each swingline note substantially in the form of Exhibit B-4 hereto.

“ U.S. Tax Compliance Certificate ” shall have the meaning provided in Section 4.01(c) .

“ Voting Stock ” of any Person as of any date shall mean the Capital Stock of such Person that is at the time entitled to vote generally in the election of the Board of Directors of such Person.

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“ Weekly Reporting Event ” shall mean the occurrence of a date when (a) Total Excess Availability shall have been less than the greater of (i) 15% of the Line Cap and (ii) $30,000,000, in either case at any time, until such date as (b) Total Excess Availability shall have been at least equal to the greater of (i) 15% of the Line Cap and (ii) $30,000,000 for a period of 30 consecutive calendar days.

“ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the then outstanding principal amount of such Indebtedness into (ii) the product obtained by multiplying (x) the amount of each then remaining installment or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“ Wholly-Owned Domestic Subsidiary ” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary of such person.

“ Wholly-Owned Foreign Subsidiary ” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary of such Person.

“ Wholly-Owned Restricted Subsidiary ” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Restricted Subsidiary of such Person.

“ Wholly-Owned Subsidiary ” shall mean, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person owns 100% of the Equity Interests at such time (other than, in the case of a Foreign Subsidiary with respect to preceding clauses (i) or (ii), director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Company and any Restricted Subsidiary under applicable Requirements of Law).

“ Write-Down and Conversion Powers ” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“ WURA ” shall mean the Winding-Up and Restructuring Act (Canada), as amended.

1.02. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, (a) all references to documents, instruments, agreements (including the Credit Documents and organizational documents) and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

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1.03. Uniform Commercial Code and PPSA . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York (and with respect to any Canadian Credit Party, such definition or correlative terms (if existing) under the PPSA shall be defined in accordance with the PPSA) from time to time: “Chattel Paper,” “Contract,” “control,” “Deposit Account” (which shall specifically include any Account with a deposit function), “Document” (“document of title” as defined in the PPSA), “Equipment,” “General Intangibles (“intangibles” as defined in the PPSA),” “Location” and “Instrument.”

1.04. Exchange Rates; Currency Equivalent .

(a) The Administrative Agent or the Issuing Bank, as applicable, shall use the Spot Rates as of each Revaluation Date for the purpose of calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies for such purposes until the next Revaluation Date to occur. The Company shall report value and other Borrowing Base components to the Administrative Agent in the currency invoiced by the Credit Parties or shown in the Company’s financial records, and, shall deliver financial statements and calculate financial covenants in Dollars.

(b) Wherever in this Agreement (in connection with a Borrowing, conversion, continuation or prepayment of a Revolving Loan or the issuance, amendment or extension of a Letter of Credit), an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Revolving Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be, based on the then applicable Spot Rate.

(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the term “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

1.05. Interpretation (Quebec) . For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Credit Document) and for all other purposes pursuant to which the interpretation or construction of a Credit Document may be subject to the Requirements of Law of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property,” (b) “real property” shall be deemed to include “immovable property,” (c) “tangible property” shall be deemed to include “corporeal property,” (d) “intangible property” shall be deemed to include “incorporeal property,” (e) “security interest,” “mortgage” and “lien” shall be deemed to include a “hypothec,” “prior claim” and a “resolutory clause,” (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h) any “right of offset,” “right of setoff” or similar expression shall be deemed to include a “right of compensation,” (i) “goods” shall be deemed to include “corporeal movable property” other than Chattel Paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary,” (k) “construction liens” shall be deemed to include “legal hypothecs,” (l) “joint and several” shall be deemed to include “solidary,” (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault,” (n) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary,” (o) “easement” shall be deemed to include “servitude,” (p) “priority” shall be deemed to include “prior claim,” (q) “survey” shall be deemed to include “certificate of location and plan,” (r) “fee simple title” shall be deemed to include “absolute ownership” and (s) “ground lease” shall be deemed to include “emphyteutic lease.” The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any applicable Requirement of Law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d’une loi applicable).

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1.06. Currency Fluctuations .

(a) If at any time following one or more fluctuations in the exchange rate of an Alternative Currency against the Dollar, (a) the Dollar Equivalent of Revolving Exposure exceeds the Line Cap, or (b) the Dollar Equivalent any part of the Revolving Exposure (including any Subfacility) exceeds any other limit set forth herein for such Revolving Exposure, the Company shall within three (3) Business Days of written notice of same from the Administrative Agent or, if an Event of Default has occurred and is continuing, within 1 Business Day after written notice of the same from the Administrative Agent (i) make the necessary payments or repayments to reduce such Revolving Exposure to an amount necessary to eliminate such excess or (ii) maintain or cause to be maintained with the Administrative Agent deposits in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are reasonably acceptable to the Administrative Agent. Without in any way limiting the foregoing provisions, the Administrative Agent shall, weekly or more frequently in the Administrative Agent’s sole discretion, make the necessary Spot Rate calculations to determine whether any such excess exists on such date.

(b) For purposes of any determination under Section 8, Section 9 (other than Section 9.12 ) or Section 10 or any determination under any other provision of this Agreement (other than as specifically set forth in Section 1.04 or Section 1.06(a) ) requiring the use of a current exchange rate, all amounts Incurred or proposed to be Incurred in currencies other than Dollars shall be translated into Dollars at the Spot Rate then in effect on the date of such determination; provided , however , that (x) for purposes of determining compliance with Section 9 with respect to the amount of any Indebtedness, Lien, Investment, Asset Sale (or other disposition of property of assets permitted by this Agreement), Restricted Payment or Restricted Junior Debt Prepayment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is Incurred or Asset Sale (or other disposition of property of assets permitted by this Agreement), Restricted Payment or Restricted Junior Debt Prepayment is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness, if such Indebtedness is Incurred as Refinancing Indebtedness in respect of any Indebtedness denominated in a foreign currency, and such Incurrence of Refinancing Indebtedness would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency Spot Rate in effect on the date of the Incurrence of such Refinancing Indebtedness, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Incurrence of Refinancing Indebtedness plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.06(b) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be Incurred or any Asset Sale (or other disposition of property of assets permitted by this Agreement), Restricted Payment or Restricted Junior Debt Prepayment may be made at any time under such Sections. For purposes of Section 9.12 , amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 8.01 Financials.

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1.07. Interpretation (the Netherlands) . For purposes of this Agreement, in case reference is made to a Dutch Credit Party and for all other purposes pursuant to which the interpretation or construction of a Credit Document may be subject to the Requirements of Law of the Netherlands, (a) a necessary action to authorise, where applicable, includes without limitation: (i) any action required to comply with the Dutch Works Council Act ( Wet op de ondernemingsraden ) and (ii) obtaining unconditional positive, conditional positive or neutral advice ( advies ) from each competent works council, which if conditional, contains conditions which, if complied with, are not reasonably likely to cause a breach with any terms of any of the Credit Documents; (b) a winding-up, administration or dissolution includes a Dutch entity being: (i) declared bankrupt ( failliet verklaard ) and (ii) dissolved ( ontbonden ); (c) a (provisional) moratorium includes (voorlopige) surseance van betaling and granted a (provisional) moratorium includes (voorlopige) surseance verleend ; (d) a trustee in bankruptcy includes a curator ; (e) an administrator includes a bewindvoerder ; (f) a receiver or an administrative receiver does not include a curator or bewindvoerder ; and (g) an attachment includes a beslag . In relation to a Dutch Deposit Account, control means a disclosed right of pledge ( openbaar pandrecht ) over such Deposit Account granted to the Collateral Agent and without the Collateral Agent as pledgee authorizing the relevant pledgor ( pandgever ) to collect payments as referred to in provision 3:246 subsection 4 of the Dutch Civil Code ( Burgerlijk Wetboek ).

1.08. Additional Alternative Currencies .

(a) The Company may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of the term “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., Local Time, 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Issuing Bank thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., Local Time, ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

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(c) Any failure by a Lender or the Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the Issuing Bank, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08 , the Administrative Agent shall promptly so notify the Company.

1.09. Change of Currency .

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.10. Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.11. Accounting Terms .

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein; provided , however , that if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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(b) Where reference is made to “the Company and its Restricted Subsidiaries, on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of the Company other than Restricted Subsidiaries.

(c) Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under the Financial Accounting Standards Board’s Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value” as defined therein and (ii) all leases and obligations under any leases of any Person that are or would be characterized as operating leases and/or operating lease obligations in accordance with GAAP on January 1, 2016 (whether or not such operating leases and/or operating lease obligations were in effect on such date) shall continue to be accounted for as operating leases and/or operating lease obligations (and not as capital leases and/or Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require such obligations to be recharacterized as capital leases and/or Capitalized Lease Obligations.

(d) For the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, the Net Income of such Person or business shall not be excluded from the calculation of Net Income until such disposition shall have been consummated.

1.12. Pro Forma and Other Calculations .

(a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated Fixed Charge Coverage Ratio and the Consolidated Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.12 . In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Section 8.01 Financials have been delivered.

(b) For purposes of calculating any financial ratio or test (including Consolidated Total Assets and Consolidated EBITDA), Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Assets or Investment Cash Equivalents, on the last day of the applicable Test Period). If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then such financial ratio or test (including Consolidated Total Assets and Consolidated EBITDA) shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable Test Period.

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(c) Whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include, for the avoidance of doubt, cost savings and synergies resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are expected to be realized; provided that any pro forma adjustments in respect of cost savings and synergies shall (a) be reasonably identifiable and factually supportable, (b) be limited to those which are expected to be realized within 12 months of the applicable date of such calculation and (c) not exceed, for any Test Period, an amount, when taken together with the aggregate amounts added pursuant to clauses (d) and (m) of the definition of the term “Consolidated EBITDA” for such Test Period, equal to 20% of Consolidated EBITDA for such Test Period prior to giving effect to any adjustments pursuant to this paragraph and clauses (d) and (m) of the definition of the term “Consolidated EBITDA” for such Test Period).

(d) In the event that the Company or any of its Restricted Subsidiaries Incurs (including by assumption or guarantee) or refinances (including by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness Incurred or refinanced under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced), in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such Incurrence or refinancing of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Fixed Charge Coverage Ratio, in which case such Incurrence or refinancing of Indebtedness will be given effect, as if the same had occurred on the first day of the applicable Test Period); provided that the foregoing shall not apply to any calculation of the Consolidated Fixed Charge Coverage Ratio pursuant to Section 9.12 .

(e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness) and including for purposes of calculating the Consolidated Fixed Charge Coverage Ratio pursuant to Section 9.12 prior to the first anniversary of the Closing Date. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

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Section 2 Amount and Terms of Credit .

2.01. Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) under the U.S. Subfacility, U.S. Revolving Loans to the U.S. Borrowers, at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met; (ii) under the Canadian Subfacility, Canadian Revolving Loans to the Canadian Borrowers, at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met; or (iii) under the Dutch Subfacility, Dutch Revolving Loans to the Dutch Borrowers, at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Revolving Loans will be available under each Subfacility in Dollars and any Alternative Currency. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. All U.S. Borrowers shall be jointly and severally liable as borrowers for all Borrowings under the U.S. Subfacility of each U.S. Borrower regardless of which U.S. Borrower received the proceeds thereof. All Canadian Borrowers shall be jointly and severally liable as borrowers for all Borrowings under the Canadian Subfacility of each Canadian Borrower regardless of which Canadian Borrower received the proceeds thereof. All Dutch Borrowers shall be jointly and severally liable as borrowers for all Borrowings under the Dutch Subfacility of each Dutch Borrower regardless of which Dutch Borrower received the proceeds thereof.

2.02. Loans .

(a) Each (i) U.S. Revolving Loan (other than U.S. Swingline Loans) shall be made as part of a Borrowing consisting of U.S. Revolving Loans made by the U.S. Revolving Lenders in accordance with their Pro Rata Percentage under the U.S Subfacility of the applicable U.S. Revolving Commitments, (ii) Canadian Revolving Loan (other than Canadian Swingline Loans) shall be made as part of a Borrowing consisting of Canadian Revolving Loans made by the Canadian Revolving Lenders in accordance with their Pro Rata Percentage under the Canadian Subfacility of the Canadian Revolving Commitments, and (iii) Dutch Revolving Loan (other than Dutch Swingline Loans) shall be made as part of a Borrowing consisting of Dutch Revolving Loans made by the Dutch Revolving Lenders in accordance with their Pro Rata Percentage under the Dutch Subfacility of the Dutch Revolving Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f) , Loans (other than Swingline Loans, Canadian Prime Loans and Base Rate Loans) comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or (ii) equal to the remaining available balance of the applicable Revolving Commitments. Any Loan to a Dutch Borrower shall at all times be provided by a Lender that is a Non-Public Lender.

(b) Subject to Section 3.01 , (i) each Borrowing of U.S. Revolving Loans shall be made to U.S. Borrowers only and shall be made as either U.S. Base Rate Loans or Eurocurrency Rate Loans, (ii) each Borrowing of Canadian Revolving Loans shall be made to Canadian Borrowers only and shall be made as either B/A Equivalent Loans, Canadian Prime Rate Loans, Canadian Base Rate Loans or Eurocurrency Rate Loans, (iii) each Borrowing of Dutch Revolving Loans shall be made to Dutch Borrowers only and shall be made as either European Base Rate Loans or Eurocurrency Rate Loans, (iv) each Borrowing of Loans denominated in Dollars shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans, (v) each Borrowing of Loans denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Loans, B/A Equivalent Loans or Eurocurrency Rate Loans, (vi) each Borrowing of Loans denominated in Euro, Pounds Sterling and Swiss Francs shall be comprised entirely of European Base Rate Loans or Eurocurrency Rate Loans and (vii) each Borrowing of Loans denominated in other Alternative Currencies shall be comprised entirely of B/A Equivalent Loans, European Base Rate Loans or Eurocurrency Rate Loans, in each case as the Relevant Borrower may request pursuant to Section 2.03 . Each applicable Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to fund on such Lender’s behalf; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan to each applicable Lender in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01 . Borrowings of more than one Type may be outstanding at the same time; provided , further , that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Borrowings of Eurocurrency Rate Loans or ten Borrowings of B/A Equivalent Loans outstanding hereunder at any one time (which number of Borrowings of Eurocurrency Rate Loans and/or B/A Equivalent Loans may be increased or adjusted by agreement between the Company and the Administrative Agent in connection with any Revolving Commitment Increase or Extended Revolving Loans/Extended Revolving Commitments). For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

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(c) Except with respect to Loans made pursuant to Section 2.02(f) , each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds as the Administrative Agent may designate not later than 2:00 p.m., Local Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Relevant Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of a Borrower, as applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for Borrowings under the U.S. Subfacility denominated in Dollars), the Canadian Base Rate (for Borrowings under the Canadian Subfacility denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or the European Base Rate (for other Alternative Currencies).

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(e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period or Contract Period requested with respect thereto would end after the Maturity Date.

(f) If an Issuing Bank shall not have received from the Relevant Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each applicable Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof under the applicable Subfacility or Subfacilities. Each such Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), Local Time, on any day, not later than 11:00 a.m., Local Time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of such LC Disbursement (it being understood that the Dollar Equivalent such amount shall be deemed to constitute a Base Rate Loan (for LC Disbursements denominated in Dollars or an Alternative Currency (other than Canadian Dollars)) or a Canadian Prime Loan (for LC Disbursements denominated in Canadian Dollars) of such Lender, and such payment shall be deemed to have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the applicable Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the applicable Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage under the applicable Subfacility or Subfacilities of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Relevant Borrower, as applicable, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Relevant Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a) , and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for LC Disbursements under the U.S. Subfacility denominated in Dollars), the Canadian Base Rate (for LC Disbursements under the Canadian Subfacility denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or the European Base Rate (for other Alternative Currencies).

2.03. Borrowing Procedure . To request a Revolving Borrowing under the U.S. Subfacility, Canadian Subfacility or Dutch Subfacility, the Relevant Borrower shall notify the Administrative Agent of such request by telecopy or electronic transmission (i) in the case of a Borrowing of Eurocurrency Rate Loans, not later than 12:00 p.m., Local Time (or with respect to the Dutch Subfacility, 11:00 a.m., Local Time), three Business Days before the date of the proposed Borrowing, (ii) in the case of a Borrowing of U.S. Base Rate Loans (other than Swingline Loans), not later than 12:00 p.m., Local Time, on the Business Day of the proposed Borrowing, (iii) in the case of a Borrowing of B/A Equivalent Loans, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, (iv) in the case of a Borrowing of Canadian Base Rate Loans (other than Canadian Swingline Loans), not later than 12:00 p.m., Local Time, on the Business Day of the proposed Borrowing, (v) in the case of a Borrowing of Canadian Prime Loans (other than Canadian Swingline Loans and Dutch Swingline Loans), not later than 12:00 p.m., Local Time, on the Business Day of the proposed Borrowing or (vi) in the case of a Borrowing of European Base Rate Loans (other than Dutch Swingline Loans), not later than 11:00 a.m., Local Time, on the day of the proposed Borrowing. Each such written Notice of Borrowing shall specify the following information in compliance with Section 2.02 :

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(a) the aggregate amount of such Borrowing;

(b) the date of such Borrowing, which shall be a Business Day;

(c) whether such Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing of Eurocurrency Rate Loans, a Borrowing of Canadian Base Rate Loans, a Borrowing of Canadian Prime Loans, a Borrowing of B/A Equivalent Loans or a Borrowing of European Base Rate Loans;

(d) in the case of a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, the initial Interest Period or Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” or “Contract Period,” as applicable;

(e) the location and number of the account to which funds are to be disbursed;

(f) the Subfacility under which the Loans are to be borrowed;

(g) the currency of the Borrowing; and

(h) that the conditions set forth in Section 5 or Section 6 , as applicable, are satisfied or waived as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of U.S. Base Rate Loans for U.S. Borrowers, of Canadian Prime Loans or Canadian Base Rate Loans, as applicable, for the Canadian Borrowers, and of European Base Rate Loans for Dutch Borrowers. If no Interest Period or Contract Period is specified with respect to any requested Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, then the Relevant Borrower shall be deemed to have selected an Interest Period or Contract Period of one month’s duration. If no currency is specified, then the requested Borrowing shall be made in Dollars for U.S. Borrowers, Canadian Dollars for the Canadian Borrowers and Euro for Dutch Borrowers. Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.03 , the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.04. Evidence of Debt; Repayment of Loans .

(a) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Revolving Lender, the then unpaid principal amount of each U.S. Revolving Loan of such U.S. Revolving Lender and (ii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan, in each case, on the Maturity Date. Each Canadian Borrower jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Canadian Revolving Lender, the then unpaid principal amount of each Canadian Revolving Loan of such Canadian Revolving Lender and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan, in each case, on the Maturity Date. Each Dutch Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Dutch Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then unpaid principal amount of each applicable Dutch Swingline Loan, in each case, on the Maturity Date.

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(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof, the currency thereof and the Interest Period or Contract Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1 , Exhibit B-2 , Exhibit B-3, Exhibit B-4 , Exhibit B-5 or Exhibit B-6 as applicable.

2.05. Fees .

(a) Unused Line Fee . With respect to each Subfacility, the Borrowers thereunder shall, jointly and severally, pay to the applicable Administrative Agent, for the account of the Lenders (other than any Defaulting Lender) under such Subfacility, a fee in Dollars equal to the then applicable Unused Line Fee Rate multiplied by the average daily amount by which the Revolving Commitments (other than Revolving Commitments of a Defaulting Lender) under such Subfacility exceed such Lender’s Pro Rata Percentage under the applicable Subfacility of the sum of (i) the aggregate principal amount of Revolving Loans (other than Swingline Loans) then outstanding under such Subfacility and (ii) the aggregate Stated Amount of outstanding Letters of Credit available to be drawn under such Subfacility during any fiscal quarter (such fee, the “ Unused Line Fee ”). Such fee shall accrue commencing on the first day following the Closing Date until the last day of the Revolving Availability Period, and will be payable in arrears on each Adjustment Date and on the Maturity Date, commencing April 1, 2016. The Unused Line Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b) Administrative Agent Fees . The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(c) LC and Fronting Fees . The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each applicable Revolving Lender a participation fee (the “ LC Participation Fee ”) in the applicable currencies of such Revolving Lender’s LC Exposure, which fee shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurocurrency Rate Loans pursuant to Section 2.06 , on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee (“ Fronting Fee ”) in the applicable currencies of such Issuing Bank’s LC Exposure, which shall accrue at the rate of 0.125% per annum (or such other amount as the Issuing Bank and the Relevant Borrower may agree) on the outstanding daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder as agreed among the Relevant Borrower and such Issuing Bank from time to time. LC Participation Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on each Adjustment Date and on the Maturity Date, commencing with April 1, 2016; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand (including documentation reasonably supporting such request). Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable on demand (together with backup documentation supporting such reimbursement request). All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days (or 365 days, in the case of such fees payable in respect of Letters of Credit denominated in Canadian Dollars outstanding under the Canadian Subfacility) and shall be payable for the actual number of days elapsed.

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(d) Subject to Section 2.10(a) , all fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the applicable Lenders (other than Defaulting Lenders), except that the Fronting Fees shall be paid directly to each Issuing Bank. Once paid, none of the fees shall be refundable under any circumstances.

2.06. Interest on Loans .

(a) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of U.S. Base Rate Loans, including each U.S. Swingline Loan, shall bear interest at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin in effect from time to time.

(b) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of Eurocurrency Rate Loans shall bear interest at a rate per annum equal to the Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of Canadian Base Rate Loans, including each Canadian Swingline Loan denominated in Dollars, shall bear interest at a rate per annum equal to the Canadian Base Rate plus the Applicable Margin in effect from time to time.

(d) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of Canadian Prime Loans, including each Swingline Loan denominated in Canadian Dollars shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin in effect from time to time.

(e) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of B/A Equivalent Loans shall bear interest at a rate per annum equal to the Canadian B/A Rate for the Contract Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

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(f) Subject to the provisions of Section 2.06(g) , the Loans comprising each Borrowing of European Base Rate Loans, including each Dutch Swingline Loan denominated in Dollars, Sterling, Swiss Francs or Euros, shall bear interest at a rate per annum equal to the European Base Rate plus the Applicable Margin in effect from time to time.

(g) Notwithstanding the foregoing, if an Event of Default under Section 10.01 or Section 10.05 shall have occurred and is continuing and any principal of or interest on any Loan or any fees or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of, or interest on, any Loan, 2.00% plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to U.S. Base Rate Loans.

(h) Accrued interest on (x) each Base Rate Loan and Canadian Prime Loan shall be payable in arrears on each Adjustment Date and on the Maturity Date commencing with April 1, 2016 and (y) each Eurocurrency Rate Loan and B/A Equivalent Loan shall be payable on the last day of each Interest Period or Contract Period, as applicable, and on the Maturity Date; provided that, if any Interest Period or Contract Period, as applicable, exceeds three months, accrued interest shall be payable on the respective dates that fall every three months after the beginning of such Interest Period or Contract Period, and, in the case of Revolving Loans, shall be payable on the last day of the Revolving Availability Period; provided that (i) interest accrued pursuant to clause (g) of this Section 2.06 shall be payable on demand and, absent demand, on each Adjustment Date and upon termination of the Revolving Commitments, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Loan or Canadian Prime Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Rate Loan or B/A Equivalent Loan prior to the end of the current Interest Period or Contract Period, as applicable, therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(i) All interest and fees hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Canadian Prime Rate, Canadian Base Rate, European Base Rate Loans denominated in Pounds Sterling or Eurocurrency Rate Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed.

(j) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or any other period of time that is less than a calendar year, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or any other period, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends and (z) divided by 360, or such other period of time that is less than the calendar year, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(k) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, solely to the extent that a court of competent jurisdiction finally determines that the calculation or determination of interest or any fee payable by the Canadian Borrowers in respect of the Obligations of the Canadian Borrowers pursuant to this Agreement and the other Credit Documents shall be governed by or subject to the Requirements of Law of any jurisdiction of Canada or the federal Requirements of Law of Canada, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c. C-46, as the same shall be amended, replaced or re-enacted from time to time) payable by the Canadian Credit Parties to the Administrative Agent or any Lender under this Agreement or any other Credit Document exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement or such other Credit Document lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Administrative Agent, the applicable Lenders and the Canadian Credit Parties and the amount of such payment or collection shall be refunded by the Administrative Agent and such Lenders to the Canadian Borrowers. For the purposes of this Agreement and each other Credit Document to which any Canadian Borrowers are a party, the effective annual rate of interest payable by the Canadian Borrowers shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Loans on the basis of annual compounding for the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by and for the account of the Canadian Borrowers will be conclusive for the purpose of such determination in the absence of evidence to the contrary.

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2.07. Termination and Reduction of Commitments .

(a) Except as otherwise provided in Section 2.19 , the Revolving Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Maturity Date.

(b) The Company may at any time terminate, or from time to time reduce, the Commitments under any Subfacility; provided that (i) any such reduction shall be in an amount that is an integral multiple of the Borrowing Multiple, (ii) the Commitments under any Subfacility shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Loans under such Subfacility in accordance with Section 2.09 , the Revolving Exposures under such Subfacility would exceed the Commitments under such Subfacility and (iii) the North American Minimum Requirement shall be met.

(c) In the event that the Dutch Parent Borrower consolidates, amalgamates, merges with or into or winds up into, or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person other than in accordance with clauses (i) through (v) of Section 9.11(b) (such transactions, the “ Dutch Parent Borrower Disposition ”), all of the Revolving Commitments under the Dutch Subfacility shall be terminated.

(d) The Company shall notify the Administrative Agent of any election to terminate or reduce any Class of Commitments under any Subfacility under paragraph (b) or (c) of this Section 2.07 at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; it being understood that in the case of a Dutch Parent Borrower Disposition, the effective date of the termination of Revolving Commitments under the Dutch Subfacility shall be on or prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any effectuated termination or reduction of the Commitments shall be permanent. Each termination or reduction of the Commitments shall be made among the Lenders based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities within any Class of the Commitments; provided that, notwithstanding the foregoing, (1) the Company may allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (2) the Company may allocate any termination or reduction of Commitments among Revolving Commitments and Extended Revolving Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect of any Class of Extended Revolving Commitments without any termination or reduction of the remaining Commitments with respect to the Existing Revolving Loan Commitments from which such Extended Revolving Commitments were converted or extended) and (3) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.19 , the Existing Revolving Loan Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, if agreed by the Company and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Existing Revolving Loan Commitments has been offered to each Lender to whom the applicable Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (B) the Company prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Loan Commitments of such Class after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Loan Commitment thereof (such revolving credit exposure and Existing Revolving Loan Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.10(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.19 of Existing Revolving Loan Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender).

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2.08. Interest Elections .

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, shall have an initial Interest Period or Contract Period as specified in such Notice of Borrowing. Thereafter, the Relevant Borrower may elect to convert such Borrowing, with respect to the applicable Subfacility, as applicable, to a different Type or to continue such Borrowing and, in the case of a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, may elect Interest Periods or Contract Periods, as applicable, therefor, all as provided in this Section 2.08 . The Relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in more than fifteen Borrowings of Eurocurrency Rate Loans or ten Borrowings of B/A Equivalent Loans, outstanding hereunder at any one time (which number of Borrowings of Eurocurrency Rate Loans and/or B/A Equivalent Loans may be increased or adjusted by agreement between the Company and the Administrative Agent in connection with any Revolving Commitment Increase or Extended Revolving Loans/Extended Revolving Commitments). This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section 2.08 , the Relevant Borrower shall notify the Administrative Agent of such election by electronic transmission by the time that a Notice of Borrowing would be required under Section 2.03 if such Borrower was requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Notice of Conversion/Continuation shall be substantially in the form of Exhibit A-2 , unless otherwise agreed to by the Administrative Agent and the relevant Borrower. Whenever a Canadian Borrower desires to convert or continue any Canadian Prime Loans as B/A Equivalent Loans, such Canadian Borrower shall give the Administrative Agent a Notice of Conversion/Continuation, no later than 1:00 p.m. (Local Time) at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, the Administrative Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall specify the amount of Canadian Prime Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Contract Period (which shall be deemed to be one month if not specified).

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(c) Each written Notice of Conversion/Continuation shall specify the following information in compliance with Section 2.02 :

(i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing of Eurocurrency Rate Loans, a Borrowing of Canadian Base Rate Loans, a Borrowing of European Base Rate Loans, a Borrowing of Canadian Prime Loans or a Borrowing of B/A Equivalent Loans;

(iv) the currency of the resulting Borrowing; and

(v) if the resulting Borrowing is a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, the Interest Period or Contract Period, as applicable, to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” or “Contract Period,” as applicable.

If any such Notice of Conversion/Continuation requests a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans but does not specify an Interest Period or Contract Period, then the Relevant Borrower shall be deemed to have selected an Interest Period or Contract Period of one month’s duration. No Borrowing may be converted into or continued as a Borrowing denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing and reborrowed in the other currency.

(d) Promptly following receipt of a Notice of Conversion/Continuation, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If a Notice of Conversion/Continuation with respect to a Borrowing of Eurocurrency Rate Loans denominated in Dollars is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Borrowing of the applicable Base Rate Loans. If a Notice of Conversion/Continuation with respect to a Borrowing of B/A Equivalent Loans is not timely delivered prior to the end of the Contract Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Contract Period such Borrowing shall be converted to a Borrowing of Canadian Prime Loans. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, after the occurrence and during the continuance of such Event of Default (i) no outstanding Borrowing may be converted to or continued as a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans and (ii) unless repaid, each Borrowing of Eurocurrency Rate Loans and B/A Equivalent Loans shall be converted to a Borrowing of the applicable Base Rate Loans or Canadian Prime Loans, respectively, at the end of the Interest Period or Contract Period applicable thereto.

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2.09. Optional and Mandatory Prepayments of Loans .

(a) Optional Prepayments . Any Borrower shall have the right, at any time and from time to time to prepay, without premium or penalty, any Borrowing under any Subfacility, in whole or in part, subject to the requirements of this Section 2.09 ; provided that each partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple.

(b) Mandatory Prepayments .

(i) In the event of the termination of all the Revolving Commitments under any Subfacility, the Borrowers shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to each applicable Issuing Bank the LC Exposure in accordance with Section 2.13(j) , in each case, in respect of such Subfacility. In the event of a Dutch Parent Borrower Disposition (i) all Loans (including Swingline Loans) outstanding under the Dutch Subfacility immediately prior to the date of such Dutch Parent Borrower Disposition shall be prepaid and (ii) the Dutch LC Exposure under the Dutch Subfacility shall be Cash Collateralized or backstopped on terms reasonably satisfactory to each applicable Dutch Issuing Bank in accordance with Section 2.13(j) .

(ii) In the event of any partial reduction of the Revolving Commitments under any Subfacility, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and the Revolving Lenders of the Revolving Exposures under the applicable Subfacility or Subfacilities after giving effect thereto and (B) except as permitted by Section 2.17 or Section 2.18, if the Revolving Exposures under such Subfacility or Subfacilities exceed the applicable Line Cap then in effect, after giving effect to such reduction, then the Borrowers shall, on the date of such reduction, first , repay or prepay Swingline Loans, second , repay or prepay Revolving Borrowings and third , replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j) , in each case, under the applicable Subfacility or Subfacilities, in an amount sufficient to eliminate such excess.

(iii) Except as permitted by Section 2.17 or Section 2.18, on each date required pursuant to Section 1.06(a) , the Borrowers shall apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, first , repay or prepay Swingline Loans, second , repay or prepay Revolving Borrowings, and third , replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j) , in each case, under the applicable Subfacility or Subfacilities, in an amount required pursuant to Section 1.06(a) to eliminate such excess.

(iv) [Reserved].

(v) In the event that the aggregate LC Exposure under any Subfacility exceeds the LC Commitment then in effect under such Subfacility, the applicable Borrowers shall, without notice or demand, immediately replace or Cash Collateralize Letters of Credit outstanding under such Subfacility in accordance with the procedures set forth in Section 2.13(j) , in an amount sufficient to eliminate such excess.

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(vi) At all times after the occurrence and during the continuance of a Cash Dominion Period, on each Business Day, the Administrative Agent shall apply all same day funds credited to the Dominion Accounts as follows: first , to fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to the Credit Documents; second , to interest then due and payable on the Borrowers’ Swingline Loans; third , to the principal balance of the Swingline Loan outstanding until the same has been prepaid in full; fourth , to interest then due and payable on the Revolving Loans and other amounts due and payable pursuant to Sections 3.02 and 4.01 ; fifth , to the principal balance of the Revolving Loans until the same have been prepaid in full; sixth , to Cash Collateralize all LC Exposure plus any accrued and unpaid interest thereon (to be held and applied in accordance with Section 2.13(j) hereof); seventh , returned to the Relevant Borrower or to such party as otherwise required by applicable Requirements of Law.

(i) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Relevant Borrower shall select the Borrowing or Borrowings under the applicable Subfacility or Subfacilities to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this paragraph (i) of Section 2.09(c) .

(ii) With regard to mandatory prepayments, amounts to be applied pursuant to this Section 2.09 to the prepayment of Revolving Loans under the applicable Subfacility or Subfacilities shall be applied, as applicable, first to reduce outstanding Base Rate Loans and Canadian Prime Loans, if and as applicable, and any amounts remaining after each such application shall be applied to prepay Eurocurrency Rate Loans and B/A Equivalent Loans, if and as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required to be prepaid under Section 2.09(b) shall be in excess of the amount of the Base Rate Loans or the Canadian Prime Loans, as applicable, at the time outstanding, only the portion of the amount of such prepayment that is equal to the amount of such outstanding Base Rate Loans or Canadian Prime Loans shall be immediately prepaid and, at the election of the Relevant Borrower, the balance of such required prepayment shall be either (A) deposited in the LC Collateral Account and applied to the prepayment of Eurocurrency Rate Loans or B/A Equivalent Loans, as applicable, on the last day of the then next-expiring Interest Period or Contract Period for Eurocurrency Rate Loans or B/A Equivalent Loans, as applicable (with all interest accruing thereon for the account of the Relevant Borrower or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.10 ). Notwithstanding any such deposit in the LC Collateral Account, interest shall continue to accrue on such Loans until prepayment.

(d) Notice of Prepayment . The Relevant Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telecopy or electronic transmission of any prepayment of any Subfacility pursuant to Section 2.9(a) , (i) in the case of prepayment of a Borrowing of Eurocurrency Rate Loans, not later than 12:00 p.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Borrowing of B/A Equivalent Loans, not later than 12:00 p.m., Local Time, three Business Days before the date of prepayment, (iii) in the case of prepayment of a Borrowing of Canadian Base Rate Loans, not later than 12:00 p.m., Local Time, on the date of prepayment, (iv) in the case of prepayment of a Borrowing of European Base Rate Loans (other than Dutch Swingline Loans), not later than 12:00 p.m., Local Time, on the date of prepayment, (v) in the case of prepayment of a Borrowing of Canadian Prime Loans, not later than 12:00 p.m., Local Time, on the date of prepayment, (vi) in the case of prepayment of a Borrowing of U.S. Base Rate Loans, not later than 12:00 p.m., Local Time, on the date of prepayment, (vii) in the case of prepayment of a U.S. Swingline Loan, not later than 12:00 p.m., Local Time, on the date of prepayment, (viii) in the case of prepayment of a Canadian Swingline Loan, not later than 12:00 p.m., Local Time, on the date of prepayment and (ix) in the case of prepayment of a Dutch Swingline Loan, not later than 11:00 a.m., Local Time, on the date of prepayment. Each such notice shall specify (x) the prepayment date and (y) the principal amount of each Borrowing or portion thereof to be prepaid and the Subfacility or Subfacilities under which such prepayment is being made; provided that such Borrower reimburses each Lender pursuant to Section 3.02 for any funding losses within ten Business Days after receiving written demand therefor. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 , except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied to the Loans of any Lender included in the prepaid Borrowing under the applicable Subfacility or Subfacilities on the basis of such Lender's Pro Rata Percentage under the applicable Subfacility or Subfacilities of such Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06 .

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2.10. Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) Each Borrower shall make each payment required to be made by it hereunder or under any other Credit Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 3.01 , 3.02 and 4.01 or otherwise) at or before the time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, prior to (x) 2:00 p.m., Local Time), with respect to payments denominated in Dollars, (y) 2:00 p.m., Local Time, with respect to payments denominated in Canadian Dollars and (z) 2:00 p.m., Local Time, with respect to payments denominated in other Alternative Currencies, in each case, on the date when due, in immediately available funds, without setoff or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Revolving Lenders to which such payment is owed, at the Payment Office in such Alternative Currency and in immediately available funds not later than the Local Times specified by the Administrative Agent on the dates specified herein. If, for any reason, any Borrower is prohibited by any Requirement of Law from making any required payment hereunder in such Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the payment amount. Any amounts received after the required time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to an Issuing Bank or a Swingline Lender as expressly provided herein and except that payments pursuant to Sections 3.01 , 3.02 , 4.01 and 12.01 shall be made to the Administrative Agent for the benefit of the Persons entitled thereto and payments pursuant to other Credit Documents shall be made to the Administrative Agent for the benefit of the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Credit Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied in the manner as provided in Section 2.09(c) or 10.11 hereof, as applicable, ratably among the parties entitled thereto.

(c) Except as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.05 , or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans, as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Company, any Borrower or any other Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Commitments or participations in LC Obligations or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

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2.11. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.05(a) ;

(b) such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.10(e) ;

(c) if any Swingline Loans are outstanding, or any LC Exposure exists at the time a Lender becomes a Defaulting Lender, then (i) all or any part of such LC Exposure of such Defaulting Lender and such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of any Swingline Exposure outstanding at such time will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Pro Rata Percentages under the applicable Subfacility or Subfacilities; provided that (A) each Non-Defaulting Lender’s Revolving Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Company, any Borrower, any Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender and (C) the conditions to Credit Extensions forth in Section 6 (other than Section 6.01) shall be satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), (ii) to the extent that all or any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot, or can only partially, be so reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in Section 2.11(c)(i) above or otherwise, the Borrowers shall within two Business Days following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of outstanding Swingline Exposure (after giving pro forma effect to any partial reallocation pursuant to clause (i) above) and (y) second, Cash Collateralize such Defaulting Lender’s LC Exposure (after giving pro forma effect to any partial reallocation pursuant to clause (i) above), in accordance with the procedures set forth in Section 2.13(j) for so long as such LC Exposure is outstanding, (iii) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to the requirements of this Section 2.11(c), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized, (iv) if the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to the requirements of this Section 2.11(c) , then the fees payable to the Lenders pursuant to Section 2.05(c) shall be adjusted in accordance with such Non-Defaulting Lenders’ Pro Rata Percentage under the applicable Subfacility or Subfacilities and the Borrowers shall not be required to pay any fees to the Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period that such Defaulting Lender’s LC Exposure is reallocated, or (v) if any Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated pursuant to the requirements of this Section 2.11(c) , then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all fees payable under Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is Cash Collateralized and/or reallocated;

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(d) (i) no Issuing Bank will be required to issue any new Letter of Credit or amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless such Issuing Bank is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof in accordance with the requirements of Section 2.11(c) above or otherwise in a manner reasonably satisfactory to such Issuing Bank; and

(e) no Swingline Lender will be required to fund any Swingline Loans unless the Swingline Lender is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving Commitments of the Non-Defaulting Lenders or a combination thereof in accordance with the requirements of Section 2.11(c) above.

(f) The Company, Administrative Agent and applicable Issuing Bank may agree in writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata Percentages under the applicable Subfacility or Subfacilities shall be reallocated without exclusion of such Lender’s Commitments and Loans, and all outstanding Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders and settled by the Administrative Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata Percentages under the applicable Subfacility or Subfacilities and any amount that has been deposited in accordance with Section 2.13(j) to Cash Collateralize any LC Exposure shall be automatically released and returned to the Company or the Relevant Borrower. Unless expressly agreed in writing by the Company, the Administrative Agent and applicable Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender. Subject to Section 12.22 , no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(g) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 10 or otherwise received by the Administrative Agent for that Defaulting Lender pursuant to Section 12.10(c) and (d) ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuing Bank and any Swingline Lender hereunder; third , as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth , if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize, in accordance with Section 2.13(j), the Issuing Banks’ potential future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; fifth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company or any of its Restricted Subsidiaries pursuant to any Bank Product with such Defaulting Lender as certified by a Responsible Officer of the Company to the Administrative Agent (with a copy to the Defaulting Lender) prior to such date of payment; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company or any other Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company or any other Credit Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans or a payment of any unreimbursed LC Disbursements, such payment shall be applied solely to pay the relevant Loans of, and unreimbursed LC Disbursements owed to, the relevant Non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this Section 2.11(g) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to Section 2.13(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

2.12. Swingline Loans .

(a) Swingline Commitment . Subject to the terms and conditions set forth herein, (X) the U.S. Swingline Lender shall make U.S. Swingline Loans in Dollars to a U.S. Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under the U.S. Subfacility exceeding $30,000,000, (ii) the U.S. Revolving Exposures exceeding the U.S. Line Cap or (iii) the Revolving Exposures exceeding the Line Cap, (Y) the Canadian Swingline Lender shall make Canadian Swingline Loans in Dollars or Canadian Dollars to a Canadian Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans under the Canadian Subfacility exceeding the Dollar Equivalent of $3,000,000, (ii) the Canadian Revolving Exposures exceeding the Canadian Line Cap or (iii) the Revolving Exposures exceeding the Line Cap, and (Z) the Dutch Swingline Lender shall make Dutch Swingline Loans in Euro, Pounds Sterling, Dollars or Swiss Francs to a Dutch Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans under the Dutch Subfacility exceeding the Dollar Equivalent of $10,000,000, (ii) the Dutch Revolving Exposures exceeding the Dutch Line Cap or (iii) the Revolving Exposures exceeding the Line Cap; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, repay and reborrow Swingline Loans.

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(b) Swingline Loans . To request a Swingline Loan, an applicable Borrower shall notify the applicable Administrative Agent of such request by telephonic (followed immediately by an electronic request) or electronic transmission, not later than 12:00 p.m., Local Time (in the case of U.S. Swingline Loans and Canadian Swingline Loans) and 11:00 a.m., Local Time (in the case of Dutch Swingline Loans), on the day of a proposed Swingline Loan under the relevant Subfacility. Each such notice shall be revocable (prior to the release of the requested funds) and specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from a Borrower. The applicable Swingline Lender shall make each Swingline Loan available to the Relevant Borrower by means of a credit to the general deposit account of such Borrower with the applicable Swingline Lender (or, in the case of a U.S. Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as provided in Section 2.13(e) , by remittance to the U.S. Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. No Borrower shall request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing.

(c) Prepayment . Each Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in whole or in part, upon giving notice thereof pursuant to Section 2.09(d) .

(d) Participations . The U.S. Swingline Lender, Canadian Swingline Lender or Dutch Swingline Lender may by written notice given to the Administrative Agent at any time (but, in any event shall weekly, or such other time as determined by the Administrative Agent) not later than 12:00 noon, Local Time on any Business Day require the U.S. Revolving Lenders, Canadian Revolving Lenders, or Dutch Revolving Lenders, as applicable, to acquire participations on such Business Day in all or a portion of the U.S. Swingline Loans, Canadian Swingline Loans or Dutch Swingline Loans, as applicable, outstanding, which request may be made regardless of whether the conditions set forth in Section 6 have been satisfied. Such notice shall specify the aggregate amount of Swingline Loans in which such Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to such Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments or whether an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever ( provided that such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Relevant Borrower of any participation in a Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to any Swingline Lender. Any amounts received by a Swingline Lender from a Borrower (or other party on behalf of a Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Revolving Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof. If and to the extent any Revolving Lender shall not have so made its transfer to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent, forthwith on demand, such amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of a Borrower, as applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for Swingline Loans under the U.S. Subfacility denominated in Dollars), the Canadian Base Rate (for Swingline Loans under the Canadian Subfacility denominated in Dollars), Canadian Prime Rate (for Swingline Loans denominated in Canadian Dollars) or the European Base Rate (for other Alternative Currencies).

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(e) If the Maturity Date shall have occurred at a time when Extended Revolving Commitments are in effect, then on the Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided that, if on the occurrence of the Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.13(o) ), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of the Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Commitments and such Swingline Loans shall not be so required to be repaid in full on the Maturity Date.

2.13. Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein, (i) any U.S. Borrower may request the issuance of U.S. Letters of Credit in Dollars or in one or more Alternative Currencies for its account or for the account of any of its Restricted Subsidiaries in a form reasonably acceptable to the U.S. Issuing Bank, at any time and from time to time during the Revolving Availability Period ( provided that the Relevant Borrower shall be a co-applicant with respect to each U.S. Letter of Credit issued for the account of or in favor of a Restricted Subsidiary that is not a Borrower), (ii) any Canadian Borrower may request the issuance of Canadian Letters of Credit in Dollars or in one or more Alternative Currencies for its account or the account of any of its Restricted Subsidiaries in a form reasonably acceptable to the Canadian Issuing Bank, at any time and from time to time during the Revolving Availability Period ( provided that the Relevant Borrower shall be a co-applicant with respect to each Canadian Letter of Credit issued for the account of or in favor of a Restricted Subsidiary that is not a Borrower) and (iii) any Dutch Borrower may request the issuance of Dutch Letters of Credit in Dollars or in one or more Alternative Currencies for its account or the account of any of its Restricted Subsidiary in a form reasonably acceptable to the Dutch Issuing Bank, at any time and from time to time during the Revolving Availability Period ( provided that the Relevant Borrower shall be a co-applicant with respect to each Dutch Letter of Credit issued for the account of or in favor of a Restricted Subsidiary that is not a Borrower). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Relevant Borrower to, or entered into by the Relevant Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Existing Letters of Credit listed on Part A of Schedule 1.01B shall be deemed issued under the Canadian Subfacility. The Existing Letters of Credit listed on Part B of Schedule 1.01B shall be deemed issued under the Dutch Subfacility. The Existing Letters of Credit listed on Part C of Schedule 1.01B shall be deemed issued under the U.S. Subfacility.

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(b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Relevant Borrower shall hand deliver or telecopy or transmit by electronic communication a LC Request to the applicable Issuing Bank and the Administrative Agent not later than 1:00 p.m., Local Time, on the second Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is reasonably acceptable to the applicable Issuing Bank). A request for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii) such other matters as the applicable Issuing Bank may reasonably require. A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank (w) the Letter of Credit to be amended, renewed or extended, (x) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day), (y) the nature of the proposed amendment, renewal or extension and (z) such other matters as the applicable Issuing Bank may reasonably require. If requested by the applicable Issuing Bank, the Relevant Borrower also shall submit a letter of credit application substantially on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Relevant Borrower shall be deemed to represent and warrant (solely in the case of (w) and (x)) that, after giving effect to such issuance, amendment, renewal or extension) (A) (i) the LC Exposure shall not exceed the LC Sublimit, (ii) the U.S. LC Exposure shall not exceed the U.S. LC Sublimit, (iii) the Canadian LC Exposure shall not exceed the Canadian LC Sublimit and (iv) the Dutch LC Exposure shall not exceed the Dutch LC Sublimit and (B) (i) the total Revolving Exposures shall not exceed the Line Cap, (ii) the total U.S. Revolving Exposures shall not exceed the U.S. Line Cap, (iii) the total Canadian Revolving Exposures shall not exceed the Canadian Line Cap and (iv) the total Dutch Revolving Exposures shall not exceed the Dutch Line Cap. Unless the Administrative Agent and applicable Issuing Bank shall otherwise agree, no Letter of Credit shall be denominated in a currency other than Dollars or an Alternative Currency.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the earlier of (i) the close of business on the date which is one year after the date of the issuance of such Letter of Credit (or such other longer period of time as the Administrative Agent and the applicable Issuing Bank may agree) (other than with respect to foreign guarantees which may expire on a date later than one year from the date of issuance) and (ii) unless Cash Collateralized or otherwise credit supported in accordance with Section 2.13(j) , the Letter of Credit Expiration Date. Notwithstanding the foregoing, each Letter of Credit may, upon the request of the Relevant Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of twelve (12) months (or such longer period of time as may be agreed by the applicable Issuing Bank) or less (but not beyond the date that is after the Letter of Credit Expiration Date unless such Letter of Credit is Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable Issuing Bank; provided that no Lender shall be required to fund participations in any Letter of Credit after the Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days prior to the then-applicable expiration date that such Letter of Credit will not be renewed.

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(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit; provided that any participation of any Letter of Credit issued in an Alternative Currency other than those specifically listed in the definition of the term “Alternative Currency” shall be made in Dollars. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Relevant Borrower on the date due as provided in paragraph (e) of this Section 2.13 , or of any reimbursement payment required to be refunded to the Relevant Borrower or for any reason (the “ Unreimbursed Amount ”). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments or whether or not an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Relevant Borrower under the applicable Subfacility shall reimburse such LC Disbursement by paying to the applicable Issuing Bank an amount equal to such LC Disbursement within one Business Day after the Relevant Borrower’s receipt of notice of such LC Disbursement from the applicable Issuing Bank; provided that, whether or not the Relevant Borrower submits a Notice of Borrowing, such Borrower shall be deemed to have requested (except to the extent such Borrower makes payment to reimburse such LC Disbursement when due or otherwise notifies the Administrative Agent and relevant Issuing Bank that it intends to make a payment to reimburse such LC Disbursement) a Borrowing of Base Rate Loans or Canadian Prime Loans of the applicable currency in an amount necessary to reimburse such LC Disbursement. If such Borrower fails to make such payment by the date due in accordance with the preceding sentence, the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender under the applicable Subfacility or Subfacilities of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Percentage under such Subfacility or Subfacilities. Promptly following receipt of such notice, each such Revolving Lender shall pay to the Administrative Agent its Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender, and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from such Revolving Lenders; provided that any such payment by a Revolving Lender of its Pro Rata Percentage of the unreimbursed LC Disbursement with respect to any Letter of Credit issued in an Alternative Currency other than those specifically listed in the definition of the term “Alternative Currency” shall me made in Dollars. In the case of a Letter of Credit denominated in an Alternative Currency, the relevant Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless (A) the such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the applicable Issuing Bank promptly following receipt of the notice of drawing that such Borrower will reimburse the applicable Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant to this paragraph, the Administrative Agent shall, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse any Issuing Bank, distribute such payment to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans, Canadian Prime Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Relevant Borrower of its obligation to reimburse such LC Disbursement. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the third sentence in this Section 2.13(e) and (B) the Dollar amount paid by the applicable Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in such Alternative Currency equal to the drawing, then such Borrower agrees, as a separate and independent obligation, to indemnify the applicable Issuing Bank for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing.

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(f) Obligations Absolute .

(i) Subject to the limitations set forth below, the obligation of the Borrowers to reimburse LC Disbursements as provided in clause (e) of this Section 2.13 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, (iv) the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary of any Letter of Credit, (v) any adverse change in the relevant exchange rates or in the availability of an Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.13 , constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Borrowers hereunder; provided that the Borrowers shall have no obligation to reimburse any Issuing Bank to the extent that such payment was made in error due to the gross negligence or willful misconduct of such Issuing Bank (as determined by a court of competent jurisdiction in a final non-appealable judgement or another independent tribunal having jurisdiction). Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable Requirement of Law) suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as determined by a court of competent jurisdiction or another independent tribunal having jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in strict compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents, if such documents are not in strict compliance with the terms of such Letter of Credit.

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(ii) No Issuing Bank assumes any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Document. No Issuing Bank makes to the Lenders any express or implied warranty, representation or guarantee with respect to the Collateral, such documents or any Credit Party. No Issuing Bank shall be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Document; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Credit Party.

(g) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Relevant Borrower by electronic transmission of such demand for payment and whether such Issuing Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders under the applicable Subfacility with respect to any such LC Disbursement (other than with respect to the timing of such reimbursement obligation set forth in Section 2.13(e) ).

(h) Interim Interest . If any Issuing Bank shall make any LC Disbursement, then, unless the Relevant Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Relevant Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Loans or Canadian Prime Loans, as applicable; provided that, if such Borrower fails to reimburse such LC Disbursement when due and payable pursuant to paragraph (e) of this Section 2.13 , then Section 2.06(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.13 to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Resignation or Removal of the Issuing Bank . Any Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior written notice to the Lenders, the Administrative Agent and the Company. Any Issuing Bank may be replaced at any time by agreement between the Company and the Administrative Agent; provided that so long as no Event of Default under Section 10.01 or Section 10.05 is then continuing, such successor Issuing Bank shall be reasonably acceptable to the Company. One or more Lenders may be appointed as additional Issuing Banks in accordance with clause (k) below. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(c) . From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such additional Issuing Bank and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, the Company may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

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(j) Cash Collateralization .

(i) If any Event of Default shall occur and be continuing, on the Business Day that the Company receives written notice from the Administrative Agent (acting at the request of the Required Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrowers shall deposit in the LC Collateral Account, in the name of the Administrative Agent and for the benefit of the Secured Creditors, an amount in cash equal to 103.00% of the LC Exposure as of such date. The Administrative Agent shall promptly release and return any such Cash Collateral to the Company (in no event later than two (2) Business Days) once all Events of Default are cured or waived.

(ii) To the extent the Fronting Exposure associated with any Defaulting Lender cannot be reallocated pursuant to Section 2.11 , the Borrowers shall, on demand by an Issuing Bank or the Administrative Agent from time to time, Cash Collateralize such Fronting Exposure; provided that any amount deposited to Cash Collateralize any Fronting Exposure associated with any Defaulting Lender shall be automatically released and returned to the Company or the Relevant Borrower at the time the Company, the Administrative Agent and the applicable Issuing Bank agree in writing that such Defaulting Lender is no longer a Defaulting Lender.

(iii) Section 2.09 and Section 2.11 set forth certain additional circumstances under which Cash Collateral may be, or is required to be, delivered under this Agreement.

(iv) Each deposit of Cash Collateral pursuant to this Agreement shall be held by the Administrative Agent in the LC Collateral Account as collateral for the payment and performance of the obligations of the Relevant Borrowers under this Agreement. The Administrative Agent shall have a first priority perfected Lien (subject to Permitted Liens) and exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Other than any interest earned on the investment of such deposits of Cash Collateral, which investments shall be made only in Investment Cash Equivalents and at the direction of the Company and at the Company’s risk and expense, such deposits of Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of the Borrowers. Except as otherwise provided in this Agreement, the Administrative Agent shall promptly (and in no event later than the next Business Day) release and return any Cash Collateral to the Company or the Relevant Borrower once the event or circumstance giving rise to the requirement of any Credit Party to deposit such Cash Collateral is no longer continuing.

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(k) Additional Issuing Banks . The Company may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this clause (k) shall be deemed (in addition to being a Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Lender, and all references herein and in the other Credit Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing Bank, as the context shall require.

(l) No Issuing Bank shall be under an obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it; or

(ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank.

(m) No Issuing Bank shall be under an obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(n) LC Collateral Account .

(i) The Administrative Agent is hereby authorized to establish and maintain at the Notice Office, in the name of the Administrative Agent and pursuant to a dominion and control agreement, a restricted deposit account designated “The SunOpta Inc. LC Collateral Account.” Each Credit Party shall deposit into the LC Collateral Account from time to time the Cash Collateral required to be deposited under Section 2.13(j) hereof.

(ii) The balance from time to time in such LC Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. Notwithstanding any other provision hereof to the contrary, all amounts held in the LC Collateral Account shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and, with respect to amounts deposited in connection with the events described in clause (i) of such Section 2.13(j) only, second for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full. All funds in “The SunOpta Inc. LC Collateral Account” may be invested in accordance with the provisions of Section 2.13(j) .

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(o) Extended Commitments . If the Maturity Date shall have occurred at a time when Extended Revolving Commitments are in effect, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.13(d) and (e) ) under (and ratably participated in by Lenders) the Extended Revolving Commitments, up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrowers shall Cash Collateralize any such Letter of Credit on such terms as may be agreed between the Relevant Borrower and the applicable Issuing Bank. Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Loans shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Loans in any Letter of Credit issued before the Maturity Date.

2.14. Settlement Amongst Lenders .

(a) The amount of each Lender’s Pro Rata Percentage under one or more Subfacilites of outstanding Revolving Loans (including outstanding Swingline Loans) under such Subfacility or Subfacilities shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Revolving Loans (including Swingline Loans) and repayments of Revolving Loans (including Swingline Loans) under such Subfacility or Subfacilities received by the Administrative Agent as of 12:00 p.m., Local Time, on the first Business Day (such date, the “ Settlement Date ”) following the end of the period specified by the Administrative Agent.

(b) The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of outstanding Revolving Loans (including Swingline Loans) for the period and the amount of repayments received for the period. As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its applicable Pro Rata Percentage under the applicable Subfacility or Subfacilities of repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of Revolving Loans made by each Lender with respect to Revolving Loans to the Borrowers (including Swingline Loans) shall be equal to such Lender’s applicable Pro Rata Percentage under the applicable Subfacility or Subfacilities of Revolving Loans (including Swingline Loans) outstanding under such Subfacility or Subfacilities as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m., Local Time, on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m., Local Time, that day; and, if received after 1:00 p.m., Local Time, then no later than 11:00 a.m., Local Time, on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent. If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, for the first such day, the Federal Funds Rate (for Dollars) or the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for amounts due under the U.S. Subfacility denominated in Dollars), the Canadian Base Rate (for amounts due under the Canadian Subfacility denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or the European Base Rate (for other Alternative Currencies)

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2.15. Revolving Commitment Increase .

(a) Subject to the terms and conditions set forth herein, after the Closing Date, the Company shall have the right to request, by written notice to the Administrative Agent, an increase in the Revolving Commitments under any Subfacility or Revolving Commitments under a first-in last-out facility (an “ Incremental FILO Facility ”) (each, a “ Revolving Commitment Increase ”) in an aggregate amount such that, after giving effect to any such Revolving Commitment Increase, the aggregate principal amount of all then outstanding Revolving Commitments does not exceed $450,000,000; provided that (i) any Revolving Commitment Increase shall be on the same terms (including the Maturity Date under the applicable Subfacility) and pursuant to the documentation applicable to the applicable Subfacility, except as set forth under the second sentence of Section 2.15(d) and except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Company and the Increase Loan Lenders and except in the case of an Incremental FILO Facility, which shall have terms as may be agreed among the Company and the Increase Loan Lenders (which terms (other than advance rates, revolving or term nature of the facility, pricing, interest rate margins, discounts, premiums, rate floors, and fees) shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental FILO Facility or the covenant set forth in Section 9.12 is made more restrictive on the Company, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added, or such covenant is made more restrictive, for the benefit of the Lenders, and payments on any such Incremental FILO Facility pursuant to Section 10.11 shall be subordinated to payment of all other Obligations other than Secured Bank Product Obligations that are not Secured Reserved Hedges)), (ii) any Revolving Commitment Increase shall be in a minimum amount of $25,000,000 or, if less than $25,000,000 is available, the amount left available, (iii) the North American Minimum Requirement shall be met at all times, and (iv) the aggregate amount of Incremental FILO Facilities shall not exceed $35,000,000.

(b) Each notice submitted pursuant to this Section 2.15 (a “ Revolving Commitment Increase Notice ”) requesting a Revolving Commitment Increase shall specify (i) the amount of the increase in the Revolving Commitments being requested and (ii) the Subfacility or Subfacilities under which such Revolving Commitments are being requested to be increased or if such Revolving Commitment Increase will take the form of an Incremental FILO Facility. Upon receipt of a Revolving Commitment Increase Notice, the Administrative Agent may (at the direction of the Company) promptly notify the applicable Revolving Lenders and each such Revolving Lender may (subject to the Company’s consent, which consent the Company may exercise in its sole discretion (it is understood that the Company shall not be obligated to notify any existing Revolving Lender of any request for a Revolving Credit Increase or consent to any existing Revolving Lender’s participation in any such Revolving Commitment Increase) have the right to elect to have its Revolving Commitment increased by its Pro Rata Percentage under the applicable Subfacility or Subfacilities (it being understood and agreed that (x) a Lender may elect to have its Revolving Commitment increased in excess of its Pro Rata Percentage under the applicable Subfacility or Subfacilities in its discretion if any other Lender declines to participate in the Revolving Commitment Increase and (y) the Company may elect to offer, or consent to, an increase in the Revolving Commitments of any Lender on a basis that is less than its Pro Rata Percentage under the applicable Subfacility or Subfacilities of such Revolving Commitment Increase) of the requested increase in Revolving Commitments; provided that (i) each Lender may elect or decline, in its sole discretion, to have its Revolving Commitment increased in connection with any requested Revolving Commitment Increase, it being understood that no Lender shall be obligated to increase its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolving Commitment Increase Notice within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Revolving Commitment Increase; (ii) if any Lender declines to participate in any Revolving Commitment Increase or the Company does not consent to or request the participation of a Revolving Lender in any such Revolving Commitment) and, as a result, commitments from additional financial institutions are required in connection with the Revolving Commitment Increase, any Person or Persons providing such commitment (such additional financial institutions “ Additional Lenders ”) shall be subject to the written consent of the Administrative Agent, the applicable Swingline Lenders and the applicable Issuing Banks (in each case, such consent not to be unreasonably withheld, conditioned or delayed) if such consent would be required under Section 12.04 for an assignment of the commitments to such Additional Lender; (iii) in no event shall a Defaulting Lender be entitled to participate in such Revolving Commitment Increase; and (iv) no Issuing Bank or Swingline Lender shall be required to act in such capacity under the Revolving Commitment Increase without its prior written consent. In the event that any Lender or other Person agrees to participate in any Revolving Commitment Increase (each an “ Increase Loan Lender ”), such Revolving Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Company, which date shall be as soon as practicable after the date of receipt of the Revolving Commitment Increase Notice (such date, the “ Increase Date ”); provided that the establishment of such Revolving Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) no Event of Default would exist after giving effect thereto; (2) the Revolving Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Company, the Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Company, the Administrative Agent, and the Increase Loan Lenders; (3) the Borrowers shall execute and deliver or cause to be executed and delivered to the Administrative Agent, to the extent required by the Lenders and Additional Lenders providing such Revolving Commitment Increases, customary closing certificates, legal opinions, good standing certificates, resolutions and organizational documents of the type and form delivered on the Closing Date; (4) the representations and warranties contained in Section 7 shall be true and correct in all material respects (or in all respects to the extent that any representation or warranty is qualified by materiality) as of the Increase Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (5) the Borrowers shall have paid to the Administrative Agent and the Increase Loan Lenders all fees and expenses required to be paid in connection with any such Revolving Commitment Increase to the Administrative Agent and the Lenders providing such Revolving Commitment Increase shall have been paid to the extent due and owing and, with respect to expenses, to the extent invoices have been received no later than three Business Days prior to the proposed Increase Date.

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(c) On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.15 , (i) the Administrative Agent shall effect a settlement of all outstanding Revolving Loans among the Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolving Commitment Increase, (ii) the Administrative Agent shall notify the Lenders and Credit Parties of the occurrence of the Revolving Commitment Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised Revolving Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Revolving Commitment Increase and requesting a Note.

(d) Except as described in Section 2.15 , the terms and provisions of the Revolving Commitment Increase (other than an Incremental FILO Facility) shall be identical to the Revolving Loans and the Revolving Commitments and, for purposes of this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Revolving Loans. Without limiting the generality of the foregoing, (i) the pricing applicable to the Revolving Commitment Increase (x) not in the form of a first-in last-out facility shall be on terms as agreed with the Increase Loan Lenders but the Applicable Margins and the Unused Line Fee Rate under the then existing Revolving Commitment Increase shall be increased to be consistent with that for such Revolving Commitment Increase and (y) in the form of a first-in last-out facility shall be on terms as agreed with the Increase Loan Lenders thereunder but shall not include any “most favored nation” pricing provisions, (ii) the Revolving Commitment Increase (other than an Incremental FILO Facility) shall share ratably in any mandatory prepayments of the Revolving Loans, (iii) after giving effect to such Revolving Commitment Increases, Revolving Commitments shall be reduced or increased (as applicable) based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities and (iv) other than as set forth in the second parenthetical in clause (i) of Section 2.15(a) with respect to any Incremental FILO Facility, the Revolving Commitment Increase shall rank equal in right of payment and security with and shall benefit from the same guarantees as the existing Revolving Loans. The Incremental FILO Facility may have a separate borrowing base against assets of a type included in the Borrowing Base or may be Incurred in amounts that have no relationship to a borrowing base or the assets included in the Borrowing Base; provided, that, to the extent the Incremental FILO Facility is a revolving facility and there are at any time after the effectiveness of such facility, commitments thereunder to be borrowed against, any Borrowing under this Agreement shall be required to be made first under the Incremental FILO Facility until there is no longer any borrowing availability thereunder (including to the extent that the amount of any borrowing availability is capped by the size of a borrowing base) prior to being permitted be made under the Revolving Commitments. Each joinder agreement and any amendment to any Credit Document requested by the Administrative Agent in connection with the establishment of the Revolving Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement (an “ Incremental Revolving Commitment Agreement ”) and the other Credit Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15 .

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2.16. Borrower Representative . Each Borrower hereby designates the Company as its representative and agent for all purposes under the Credit Documents, including requests for Revolving Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Credit Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Issuing Banks or any Lender. The Company hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Company on behalf of any Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Company on behalf of such Borrower. Each of the Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Company for any or all purposes under the Credit Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it.

2.17. Overadvances . If (i) the Dollar Equivalent of the aggregate U.S. Revolving Exposure outstanding exceeds the U.S. Line Cap, (ii) the Dollar Equivalent of the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure outstanding exceeds the Dutch Line Cap or (iv) the Dollar Equivalent of the aggregate Revolving Exposure outstanding exceeds the Line Cap (each of the foregoing clauses (i), (ii), (iii) and (iv), an “ Overadvance ”), in each case, at any time, the excess amount shall be payable by the applicable Borrowers in accordance with Section 2.09(b)(iii) , but all such Revolving Exposure shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Line Cap or (b) when the Administrative Agent discovers an Overadvance not previously known by it to exist, so long as from the date of such discovery, the Overadvance (i) does not increase by more than $3,500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause (i) the Dollar Equivalent of the aggregate outstanding U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the Dollar Equivalent of the aggregate outstanding Canadian Revolving Exposure to exceed the aggregate Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving Commitments or (iv) the Dollar Equivalent of the aggregate outstanding Revolving Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of the then existing Event of Default. In no event shall any Borrower or other Credit Party be permitted to require any Overadvance Loan to be made. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of an Overadvance Loan is appropriate shall be conclusive.

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2.18. Protective Advances . The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Company, at any time, to make U.S. Base Rate Loans to the U.S. Borrowers (each such loan, a “ U.S. Protective Advance ”), Canadian Prime Loans (through its Canada branch or Canadian lending office) to the Canadian Borrowers (each such Loan, a “ Canadian Protective Advance ”) and European Base Rate Loans (through its London branch or U.K. lending office) to the Dutch Borrowers (each such Loan, a “ Dutch Protective Advance ” and, together with the U.S. Protective Advances and Canadian Protective Advances, “ Protective Advances ”) (a) (i) in an aggregate amount, together with the aggregate amount of all Overadvance Loans, not to exceed 10% of the Line Cap, (ii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the U.S. Subfacility, not to exceed 10% of the Line Cap for the U.S. Subfacility, (iii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the Canadian Subfacility, not to exceed 10% of the Line Cap for the Canadian Subfacility and (iv) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the Dutch Subfacility, not to exceed 10% of the Line Cap for the Dutch Subfacility, if the Administrative Agent deems such Protective Advances necessary or desirable to preserve and protect the Collateral, or to enhance the collectability or repayment of the Obligations under such Subfacility; or (b) to pay any other amounts chargeable to Credit Parties under any Credit Documents, including costs, fees and expenses; provided that (i) the Dollar Equivalent of the aggregate amount of outstanding Protective Advances plus the Dollar Equivalent of the outstanding amount of Revolving Exposure shall not exceed the aggregate Revolving Commitments, (ii) the Dollar Equivalent of the aggregate amount of outstanding U.S. Protective Advances plus the Dollar Equivalent of the outstanding amount of U.S. Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of outstanding Canadian Protective Advances plus the Dollar Equivalent of the outstanding amount of Canadian Revolving Exposure shall not exceed the aggregate Canadian Revolving Commitments and (iv) the Dollar Equivalent of the aggregate amount of outstanding Dutch Protective Advances plus the Dollar Equivalent of the outstanding amount of Dutch Revolving Exposure shall not exceed the aggregate Dutch Revolving Commitments. Each applicable Lender shall participate in each Protective Advance in accordance with its Pro Rata Percentage under the applicable Subfacility or Subfacilities. Required Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Advances under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Administrative Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Collateral Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien.

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2.19. Extensions of Revolving Loans and Revolving Commitments .

(a) The Company may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (including in respect of any Subfacility, and, in each case, including any previously extended Revolving Commitments), existing at the time of such request (each, an “ Existing Revolving Commitment ” and any related Revolving Loans under any such Class (including in respect of any Subfacility), “ Existing Revolving Loans ”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Class”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, “ Extended Revolving Commitments ” and any related Revolving Loans, “ Extended Revolving Loans ”) and to provide for other terms consistent with this Section 2.19 . Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class (including in respect of any Subfacility) of Existing Revolving Commitments, with such request offered equally to all Lenders of such Class (including in respect of any Subfacility)) (a “ Extension Request ”) setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing Revolving Commitment Class ”) except that (w) all or any of the final maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the Unused Line Fee Rate with respect to the Extended Revolving Commitments may be different than those for the Specified Existing Revolving Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Revolving Commitment Class) and (II) subject to the applicable limitations set forth in Section 2.07 , permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments) shall be permitted as may be agreed between the Company and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date).

(b) The Company shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Revolving Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.19 . Any Lender (an “ Extending Lender ”) wishing to have all or a portion of its Revolving Commitments (or any earlier Extended Revolving Commitments) of an Existing Revolving Class subject to such Extension Request converted or exchanged into Extended Revolving Commitments shall notify the Administrative Agent (an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments (and/or any earlier Extended Revolving Commitments) which it has elected to convert or exchange into Extended Revolving Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. Each Lender under the Class of Existing Revolving Loans being extended shall have the opportunity to participate in such extension on the same terms as each other Lender under such Class of Existing Revolving Loans. In the event that the aggregate amount of Revolving Commitments (and any earlier extended Extended Revolving Commitments) subject to Extension Elections exceeds the amount of Extended Revolving Commitments requested pursuant to the Extension Request, Revolving Commitments or earlier extended Extended Revolving Commitments, as applicable, subject to Extension Elections shall be converted to or exchanged to Extended Revolving Commitments on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the amount of Revolving Commitments and earlier extended Extended Revolving Commitments included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, unless expressly agreed by the holders of each affected Existing Revolving Commitment of the Specified Existing Revolving Commitment Class, such Extended Revolving Commitment shall not be treated more favorably than all Existing Revolving Commitments of the Specified Existing Revolving Commitment Class for purposes of the obligations of a Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Extension Amendment may provide that the last day for making Swingline Loans and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or each Issuing Bank shall have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

(c) Extended Revolving Commitments shall be established pursuant to an amendment (an “ Extension Amendment ”) to this Agreement (notwithstanding anything to the contrary set forth in Section 12.10 , shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Commitments established thereby), executed by the Credit Parties, the Administrative Agent and the Extending Lenders. In connection with any Extension Amendment, the Company shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the applicable Extending Lenders (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby and covering customary matters and (ii) to the effect that such Extension Amendment, included the Extended Revolving Loans and Extended Revolving Commitments provided for therein, does not breach or result in a default under this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Class of Existing Revolving Commitments is converted or exchanged to extend the related scheduled maturity or termination date(s) in accordance with paragraph (a) above (an “ Extension Date ”), the aggregate principal amount of such Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be agreed by the Company and such Lender), and such Extended Revolving Commitments shall be established as a separate Class of Revolving commitments from the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date) and (ii) if, on any Extension Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Specified Existing Revolving Commitment Class, such Existing Revolving Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and related participations) of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Revolving Commitments to Extended Revolving Commitments of such Class.

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(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Commitments of a given Class to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Company and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “ Corrective Extension Amendment ”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion or exchange and extension of Existing Revolving Commitments (and related Revolving Exposure), as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Commitments (and related Revolving Exposure) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, and (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Company and such Lender may agree.

(f) No conversion or exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.19 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

2.20. Adjustment of Revolver Commitments .

(a) The Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease any Subfacility (a “ Revolver Commitment Adjustment ”), which request shall be granted by each Lender electing to participate in such Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) no more than four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least five (5) Business Days (or such shorter period of time as may be reasonably agreed to by the Administrative Agent) prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “ Commitment Adjustment Date ”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in any Subfacility shall result in a Dollar-for-Dollar decrease in one or more other Subfacilities pursuant to this Section 2.20 , and any decrease in the any Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in one or more other Subfacilities, (v) the North American Minimum Requirement shall be met at such time, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ii), and (viii) the Administrative Agent shall have received a certificate of the Company dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, the aggregate Revolving Commitments available for use under each Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of the amount to be reallocated). Notwithstanding the foregoing, (i) each Lender may elect or decline, in its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Revolver Commitment Adjustment, it being understood that no Lender shall be obligated to reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Revolver Commitment Adjustment within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment be reduced without its explicit consent.

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(b) The Administrative Agent shall promptly inform the Lenders of any request for a Revolver Commitment Adjustment made by the Company. If the conditions set forth in clause (a) above are not satisfied on the applicable Commitment Adjustment Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Administrative Agent shall notify the Company in writing that the requested Revolver Commitment Adjustment will not be effectuated; provided , however , that the Administrative Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the Company pursuant to clause (a)(viii) immediately above in making its determination as to the satisfaction of such conditions. On each Commitment Adjustment Date, the Administrative Agent shall notify the Lenders and the Company, on or before 2:00 p.m. (Local Time), by e-mail, of the occurrence of the Revolver Commitment Adjustment to be effected on such Commitment Adjustment Date, the amount of Revolving Loans held by each Lender as a result thereof, the amount of the Revolving Commitment of each Lender available for use under each Subfacility and the percentage of each Revolving Loan that each participant must purchase a participation interest in as a result thereof.

2.21. Subsidiary Borrowers .

(a) The Company may at any time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be reasonably agreed by the Administrative Agent), designate any one or more Domestic Subsidiaries, Canadian Subsidiaries or Dutch Subsidiaries of the Company that have assets of the type eligible for inclusion in the applicable Borrowing Base (an “ Applicant Borrower ”) as a U.S. Borrower, Canadian Borrower or Dutch Borrower, respectively, to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K or such other form as may be agreed by the Company and the Administrative Agent (acting reasonably) (a “ Borrower Designation Request and Assumption Agreement ”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, valuations and other documents, instruments or information (including any “know-your-customer” information reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent)), in each case similar in scope and substance to the same type of documents delivered on the Closing Date, as may be required by the Administrative Agent or the Required Lenders, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an Applicant Borrower shall have satisfied all of the requirements of this Section 2.21 and, therefore, be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, other documents required to be delivered pursuant to the Collateral and Guarantee Requirement, opinions of counsel and other documents, instruments or information, the Administrative Agent shall send a notice in substantially the form of Exhibit K (a “ Borrower Designation Notice ”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a Dutch Borrower, if the Applicant Borrower is a Dutch Subsidiary, for purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower for all purposes of this Agreement (including to receive Loans hereunder, on the terms and conditions set forth herein); provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until one Business Day after such effective date.

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(b) The Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be reasonably agreed by the Administrative Agent), terminate any Domestic Subsidiary's, Canadian Subsidiary’s or Dutch Subsidiary’s status as a Borrower; provided that there are no outstanding Revolving Loans or LC Obligations payable by such Borrower or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary shall, subject to the Collateral and Guarantee Requirement, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.

2.22. Reserves .

(a) The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion establish and increase or decrease Reserves; provided that, as a condition to the establishment of any new category of Reserves, or any increase in Reserves resulting from a change in the manner of determination thereof, any Required Reserve Notice shall have been given to the Company. The amount of any Reserve established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies that are the basis for such Reserve, as reasonably determined, without duplication, by the Administrative Agent; provided that circumstances, conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in any Field Examination or Appraisal delivered to the Administrative Agent in connection herewith or otherwise known to the Administrative Agent prior to the Closing Date shall not be the basis for any establishment of any Reserves after the Closing Date, unless (x) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date or (y) the Administrative Agent has identified, or been made aware of, such circumstances, conditions, events or contingencies prior to the Closing Date and advised the Company that a future Reserve may be taken therefor.

(b) Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Reserve or increase, and the Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Reserve or such change no longer exists or has otherwise been adequately addressed by the Credit Parties. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of the term “Eligible Accounts”, “Eligible Equipment”, “Eligible Fee-Owned Real Estate”, “Eligible InTransit Inventory”, “Eligible Insured and Letter of Credit Backed Account” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the Cost or Fair Market Value or the Outstanding Balance or the Net Orderly Liquidation Value of any Eligible Account, Eligible Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory, Eligible Insured and Letter of Credit Backed Account or Eligible Inventory, as the case may be, and vice versa.

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Section 3 Yield Protection, Illegality and Replacement of Lenders .

3.01. Increased Costs, Illegality, etc .

(a) In the event that (x) in the case of clause (i) below, the Administrative Agent, or (y), in the case of clauses (ii) and (iii) below, any Lender, shall have determined (which determination shall, absent demonstrable error, be final and conclusive and binding upon all parties hereto:

(i) on any Rate Determination Date that, by reason of any changes arising after the Closing Date affecting the interbank Eurodollar market or Canadian interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the term “Eurocurrency Rate” or “Canadian B/A Rate”;

(ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurocurrency Rate Loan or B/A Equivalent Loan because of any change since the Closing Date in any Requirements of Law (whether or not having the force of a law) or in the official interpretation or administration thereof and including the introduction of any new Requirements of Law, official guideline or request, such as, but not limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnifiable under Section 4.01 or any Excluded Taxes) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate or Canadian B/A Rate, as applicable; or

(iii) at any time, that the making or continuance of any Eurocurrency Rate Loan or B/A Equivalent Loans has been made (x) unlawful by any Requirement of Law, (y) impossible by compliance by any Lender, in good faith with any governmental request (whether or not having force of a Requirement of Law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the London interbank market for such Eurocurrency Rate Loan or the Canadian interbank market;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice in writing to the Company and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice to the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurocurrency Rate Loans or B/A Equivalent Loans shall no longer be available until such time as the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Relevant Borrower with respect to Eurocurrency Rate Loans or B/A Equivalent Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the applicable Borrowers, (y) in the case of clause (ii) above, each Borrower, jointly and severally, agrees to pay, as applicable, to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Company by such Lender and shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto), (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by a Requirement of Law.

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(b) At any time that any Eurocurrency Rate Loan or B/A Equivalent Loan is affected by the circumstances described in Section 3.01(a)(ii) , the Relevant Borrower may, and in the case of a Eurocurrency Rate Loan or a B/A Equivalent Loan affected by the circumstances described in Section 3.01(a)(iii) , the Relevant Borrower shall either (x) if the affected Eurocurrency Rate Loan or B/A Equivalent Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent written notice on the same date that the Relevant Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 3.01(a)(ii) or (iii) or (y) if the affected Eurocurrency Rate Loan or B/A Equivalent Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurocurrency Rate Loan into the applicable Base Rate Loan, or such B/A Equivalent Loan into a Canadian Prime Loan at the end of the applicable Interest Period or Contract Period, or such earlier date as may be required by applicable Requirement of Law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 3.01(b) .

(c) If any Lender determines that after the Closing Date the introduction of or any change in any applicable Requirement of Law, guideline, directive or request (whether or not having the force of a law) concerning capital adequacy or liquidity, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 3.01(c) shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.01(c) , will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for calculation of such additional amounts.

(d) Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III ((x) and (y) collectively referred to as “ Dodd-Frank and Basel III ”), shall be deemed to be a change after the Closing Date in a Requirement of Law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 3.01 ); provided , however , that no Lender or Issuing Bank shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a change in a Requirement of Law arising solely from Dodd-Frank and Basel III, unless such Lender or Issuing Bank is generally seeking compensation from other borrowers in the asset-based lending market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01 .

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(e) Notwithstanding anything in this Agreement to the contrary, the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section (i) for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of such Lender’s or Issuing Bank’s intention to claim compensation under this Section 3.01 ; provided , however , that, if the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; or (ii) such Lender or Issuing Banks is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such costs.

3.02. Compensation . Each Borrower, jointly and severally, agrees to compensate each Revolving Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation and the calculation of the amount of such compensation), for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Rate Loans or B/A Equivalent Loans but excluding loss of the Applicable Margin or other anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, or conversion from or into, Eurocurrency Rate Loans or B/A Equivalent Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by the applicable Borrower or deemed withdrawn pursuant to Section 3.01(a) ); (ii) if any prepayment or repayment (including any termination or reduction of Commitments made pursuant to Section 2.07 or as a result of an acceleration of the Loans pursuant to Section 10 ) or conversion of any of its Eurocurrency Rate Loans or B/A Equivalent Loans occurs on a date which is not the last day of an Interest Period or Contract Period with respect thereto (including as a result of the notice of prepayment, termination or reduction, as applicable, being revoked by the Relevant Borrower); (iii) if any prepayment of any Eurocurrency Rate Loans or B/A Equivalent Loans is not made on any date specified in a notice of termination or reduction given by the Company (including as a result of such notice of termination or reduction being revoked by the Relevant Borrower); (iv) if any Borrower shall fail to make a payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in Canadian Dollars on its scheduled due date or any payment thereof in a different currency or (v) as a consequence of (x) any other default by any Borrower to repay its Eurocurrency Rate Loans or B/A Equivalent Loans when required by the terms of this Agreement or any Note held by such Lender or (y) any election made pursuant to Section 3.01(b) .

3.03. Change of Lending Office . Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 3.01(a)(ii) or (iii) , Section 3.01(c) or Section 4.01 with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 3.03 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 3.01 and 4.01 .

3.04. Replacement of Lenders . (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii) , Section 3.01(c) or Section 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.10(b) , the Company shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “ Replaced Lender ”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent’s consent would be required for an assignment to such Replacement Lender pursuant to Section 12.04 ); provided that (i) at the time of any replacement pursuant to this Section 3.04 , the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b ) (and with all fees payable pursuant to Section 12.04(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04 , the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 3.04 and Section 12.04 . Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the register pursuant to Section 12.04(e) and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.01 , 3.02 , 4.01 , 11.07 and 12.01 ), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04 , each Borrower hereby irrevocably authorizes the Company to take all necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with the preceding provisions of this Section 3.04 .

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Section 4 Taxes .

4.01. Net Payments .

(a) All payments made by or on account of any Credit Party under any Credit Document shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable Requirements of Law. If any Taxes are required by applicable Requirements of Law to be withheld or deducted by any applicable withholding agent from such payments, (i) to the extent such deduction or withholding is on account of an Indemnified Tax or Other Tax, the sum payable shall be increased by the applicable Credit Party as necessary so that after all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 4.01) have been made, the Lender (or the Administrative Agent if the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent will make such deductions or withholdings, and (iii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law. As soon as practicable after the payment of any Indemnified Taxes or Other Taxes described in this Section 4.01 by the Credit Parties, the Credit Parties will furnish to the Administrative Agent certified copies of tax receipts evidencing such payment by the applicable Credit Party or other evidence of such payment reasonably satisfactory to the Administrative Agent . The Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted in respect of any payment to the Administrative Agent or such Lender under any Credit Document, and any Other Taxes (including any Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 4.01 ), and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Administrative Agent or Lender (or by the Administrative Agent on behalf of a Lender) shall be conclusive absent manifest error.

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(b) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the applicable Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or a reduced rate of, withholding Tax. In addition, each Lender shall deliver to the applicable Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documents required below in Section 4.01(c) ) expired, obsolete or inaccurate in any respect, deliver promptly to the applicable Borrowers and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its inability to do so.

(c) Without limiting the generality of the foregoing, (I) solely with respect to the U.S. Subfacility: (x) each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the U.S. Parent Borrower and the Administrative Agent on or prior to the date on which it becomes a party to this Agreement, (i) two accurate and complete original signed copies of (A) Internal Revenue Service Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party or (B) Internal Revenue Service Form W-8ECI (or successor form); (ii) in the case of a Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate substantially in the form of Exhibit C (any such certificate, a “ U.S. Tax Compliance Certificate ”) and two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or successor form); (iii) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two accurate and complete original signed copies of Internal Revenue Service Form W-8IMY (or successor form) of the Lender, accompanied by Form W-8ECI, Form W-8BEN, Form W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY, and/or any other required information (or successor or other applicable form) from each beneficial owner that would be required under this Section 4.01(c) if such beneficial owner were a Lender ( provided that, if the Lender is a partnership for U.S. federal income Tax purposes (and not a participating Lender), and one or more direct or indirect partners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect partner(s)); or (iv) two accurate and complete original signed copies of any other form prescribed by applicable U.S. federal income tax law (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents; and (y) each Lender that is a United States person, as defined in Section 7701(a)(30) of the Code, shall deliver to the U.S. Parent Borrower and the Administrative Agent, on or prior to the date on which it becomes a party to this Agreement, two accurate and complete original signed copies of Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is exempt from United States backup withholding and (II) each Lender to the Canadian Borrowers and Dutch Borrowers shall deliver to the Company and the Administrative Agent on or prior to the date on which it becomes a party to this Agreement two accurate and complete original signed copies of either (x) Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is exempt from United States federal backup withholding or (y) an applicable Internal Revenue Service Form W-8 certifying such Lender’s non-U.S. status. A Lender shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA and to determine, if necessary, the amount to deduct and withhold from payments made to such Lender under any Credit Document. Solely for purposes of the preceding sentence, “ FATCA ” shall include any amendment made to FATCA after the Closing Date.

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(d) Notwithstanding any other provision of this Section 4.01 , a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.

(e) Each Lender hereby authorizes the Administrative Agent to deliver to the Credit Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to Section 4.01(b) or 4.01(c) .

(f) If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Credit Parties or with respect to which a Credit Party has paid additional amounts pursuant to Section 4.01(a) , it shall pay to the relevant Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under Section 4.01(a) with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the relevant Credit Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Nothing in this Section 4.01(f) shall be construed to obligate the Administrative Agent or any Lender to disclose its Tax returns or any other information regarding its Tax affairs or computations to any Person or otherwise to arrange its Tax affairs in any manner other than as it determines in its sole discretion.

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(g) For the avoidance of doubt, for purposes of this Section 4.01 , the term “Lender” shall include any Issuing Bank and any Swingline Lender.

4.02. VAT .

(a) All amounts expressed to be payable under a Credit Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Credit Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). In this Section 4.02 , the following expressions shall have the following meanings: (i) “ Finance Party ” shall mean any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any Credit Document; (ii) “ Party ” shall mean any party to this Agreement and (iii) “ VAT ” shall mean (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) above, or imposed elsewhere.

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “ Supplier ”) to any other Finance Party (the “ Recipient ”) under a Credit Document, and any Party other than the Recipient (the “ Relevant Party ”) is required by the terms of any Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

	(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

	(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Credit Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Section 4.02 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in article 11 of Council Directive 2006/112/EC as amended (or as implemented by any relevant member state of the European Union)).

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(e) In relation to any supply made by a Finance Party to any Party under a Credit Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

Section 5 Conditions Precedent to Credit Events on the Closing Date . The Administrative Agents, Swingline Lenders, the Issuing Bank and the Lenders shall not be required to fund any Revolving Loans or Swingline Loans, or arrange for the issuance of any Letters of Credit on the Closing Date, until the following conditions are satisfied or waived.

5.01. Closing Date; Credit Documents . On or prior to the Closing Date, each Credit Party, the Administrative Agents, the Collateral Agent, the Issuing Banks and each of the Lenders on the date hereof shall have signed a counterpart of this Agreement (whether the same or different counterparts) and shall have delivered (by electronic transmission or otherwise) the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it.

5.02. Officer’s Certificate . On the Closing Date, the Administrative Agent shall have received a certificate, dated the Closing Date and signed on behalf of the Company (and not in any individual capacity) by a Responsible Officer of the Company, certifying on behalf of the Company that (i) no Default or Event of Default exists and (ii) the representations and warranties set forth in Section 7 are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Closing Date (except for those representations and warranties that relate to an earlier date, in which event, such representations and warranties shall have been true in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) as of such earlier date).

5.03. Opinions of Counsel . On the Closing Date, the Administrative Agent shall have received from (i) Simpson Thacher & Bartlett LLP, U.S. counsel to the Credit Parties, (ii) Wildeboer Dellelce LLP, special Canadian counsel to the Credit Parties and (iii) NautaDutilh, special Dutch counsel to the Credit Parties, in each case, an opinion addressed to the Administrative Agents, the Collateral Agent and each of the Lenders party hereto on the Closing Date and dated the Closing Date in form and substance reasonably satisfactory to the Administrative Agent.

5.04. Corporate Documents; Proceedings, etc .

(a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by a Responsible Officer of such Credit Party, and to the extent applicable attested to by the secretary or any assistant secretary of such Credit Party, in each case, on behalf of such Credit Party (and not in any individual capacity), in customary form, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.

(b) On the Closing Date, the Administrative Agent shall have received good-standing certificates (or similar instrument, if applicable) and bring-down telegrams or facsimiles, with respect to entities incorporated or formed under the Requirements of Law of any jurisdiction for the Credit Parties which the Administrative Agent reasonably may have requested, certified by proper governmental authorities.

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5.05. Solvency Certificate . On the Closing Date, the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Company substantially in the form of Exhibit F .

5.06. Borrowing Base Certificate . The Company shall have delivered to the Administrative Agent a Borrowing Base Certificate as of the most recent month ended at least 20 days prior to the Closing Date, substantially in the form of Exhibit D .

5.07. Material Adverse Effect . Since January 3, 2015, there shall not have occurred a Material Adverse Effect.

5.08. Fees, etc . On the Closing Date, the Company shall have paid to the Agents and each Lender all fees, if any, required to be paid to such Person on the Closing Date and all reasonable and documented out-of-pocket expenses required to be reimbursed by the Company to the Administrative Agents and the Joint Lead Arrangers in connection with the Transactions, in the case of such expenses to the extent invoiced at least three Business Days prior to the Closing Date.

5.09. Security Agreements . On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) of the definition thereof and (c) each Dutch Credit Party shall have duly authorized, executed and delivered the Dutch Security Agreements (other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) under the definition of the term “Dutch Security Agreements” (collectively, the “ Dutch Pledges Over Shares ”), which shall be authorized, executed and delivered in accordance with Section 8.11(c) ), covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirement, and the applicable Credit Parties shall have delivered:

(i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands and consent letters with respect to each relevant bank in respect of any security interests in bank account receivables granted by any Dutch Security Agreement, in each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement;

(ii) an executed Perfection Certificate; and

(iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blank), representing all Equity Interests (other than (x) the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form), which shall be delivered in accordance with Section 8.11(e) , and (y) Excluded Assets), and (b) any promissory notes or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.

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5.10. Financial Statements . On or prior to the Closing Date, the Administrative Agent shall have received (i) the Historical Financial Statements, (ii) the Borrowers’ and their respective Restricted Subsidiaries’ most recent annual projected statement of operations, balance sheet and statement of cash flows, for the period through December 31, 2020 and (iii) quarterly balance sheet projections for the period ending December 31, 2016 (the information delivered under clauses (ii) and (iii), the “ Projections ”). The Administrative Agent hereby confirms that it has received all such Historical Financial Statements and Projections.

5.11. Patriot Act . The Administrative Agent and the Lenders shall have received all documentation and other information about the Company and the other Credit Parties that shall have been reasonably requested by the Administrative Agent or the Lenders and that the Administrative Agent reasonably determines is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and AML Legislation. The Administrative Agent and the Lenders hereby confirm that they have received all such information.

5.12. Insurance . The Administrative Agent shall have received certificates of insurance for the insurance policies carried by the Credit Parties.

5.13. Repayment of Obligations of Existing Credit Agreements . Reasonably satisfactory arrangements shall have been made for the repayment in full of the “Obligations” under and as defined in the Existing Credit Agreements and for the release of all the liens and security interests thereunder.

5.14. Field Examinations and Appraisals . The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all Inventory Appraisals and Field Examinations and Appraisals of all Eligible Equipment and Eligible Fee-Owned Real Estate, each dated no earlier than three months prior to the Closing Date. The Administrative Agent hereby confirms that it has received all of such Appraisals and Field Examinations and is satisfied therewith.

5.15. Mortgaged Properties . With respect to each Real Property located in the United States of America owned as of the Closing Date and listed on Schedule 5.15 , the Administrative Agent shall have received (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Company and the applicable Credit Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 8.03 hereof and the applicable provisions of the Collateral and Guarantee Requirement, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Creditors, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the U.S. Administrative Agent.

5.16. Intercreditor Agreement . On or prior to the Closing Date, the Intercreditor Agreement shall have been entered into by the Administrative Agent, in its capacity as collateral agent for the First Lien Claimholders and Bank of Montreal, a Canadian chartered bank, in its capacity as collateral agent for the Second Lien Claimholders.

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5.17. Minimum Total Excess Availability . The Total Excess Availability as of the Closing Date shall be no less than 15.0% of the Line Cap.

Section 6 Conditions Precedent to All Credit Events . The obligation of each Lender and each Issuing Bank to make any Credit Extension shall be subject to the satisfaction (or waiver) of each of the conditions precedent set forth below:

6.01. Notice of Borrowing . The Administrative Agent shall have received a Notice of Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03 ) if Loans are being requested (other than pursuant to Section 2.02(f) ) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.13(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.12(b) .

6.02. Availability . The Availability Conditions on the proposed date of such Credit Extension shall be satisfied.

6.03. No Default . No Default or Event of Default shall exist at the time of, or result from, such funding or issuance, or, in the case of a Borrowing of Loans under an Incremental FILO Facility, no Event of Default shall exist at the time of, or result from, such Borrowing only in the case of, and to the extent of, a deemed Borrowing of Loans under an Incremental FILO Facility upon the inception of any Incremental FILO Facility at a time when Loans are then outstanding that have been borrowed in reliance on a Borrowing Base including assets of the same type as the FILO Borrowing Base.

6.04. Representations and Warranties . Each of the representations and warranties made by any Credit Party set forth in Section 7 hereof or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty).

The acceptance of the benefits of each Credit Extension shall constitute a representation and warranty by each Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 6 and applicable to such Credit Event are satisfied as of that time (other than such conditions which are subject to the discretion of the Administrative Agent or the Lenders). All of the Notes, certificates, legal opinions and other documents and papers referred to in Section 5 and in this Section 6 , unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders.

Section 7 Representations and Warranties . In order to induce the Agents, the Lenders and the Issuing Banks to enter into this Agreement and to make the Credit Extensions hereunder, each Credit Party, as applicable, makes the following representations and warranties.

7.01. Organizational Status . The Company and each of its Restricted Subsidiaries (i) is a duly organized or incorporated and validly existing organization in good standing under the law of the jurisdiction of its organization or incorporation (to the extent such concept exists and is applicable under the Requirements of Law of the relevant jurisdiction), (ii) has the organizational power and authority to own its property and assets and to transact the business in which it is engaged, except to the extent that any failure to have such organizational power and authority would not reasonably be expected to have a Material Adverse Effect and (iii) is, to the extent such concepts exists and is applicable under the Requirements of Law of the relevant jurisdiction, duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually and in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect.

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7.02. Power and Authority . Each Credit Party has the corporate, partnership, limited liability company, unlimited liability company or similar organizational power and authority, as the case may be, to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate, partnership, limited liability company, unlimited liability company or similar organizational action, as the case may be, to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Credit Party has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

7.03. No Violation . Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any Requirement of Law, other than any Requirement of Law the violation of which could not reasonably be expected to result in a Material Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of its respective Restricted Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (any such term, covenant, condition or provision, a “ Contractual Requirement ”), the violation of which could reasonably be expected to result in a Material Adverse Effect or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party.

7.04. Approvals . No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Closing Date (or with respect to any Person that becomes a Credit Party after the Closing Date, on or prior to the date such Person becomes a Credit Party) and which remain in full force and effect on the Closing Date (or with respect to any Person that becomes a Credit Party after the Closing Date, on or prior to the date such Person becomes a Credit Party), (y) filings which are necessary to perfect the security interests and Liens created under the Security Documents to the extent required by the Collateral and Guarantee Requirement and (z) periodic reports under the Exchange Act), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of any Credit Document.

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7.05. Financial Statements; Financial Condition; Projections .

(a) The Historical Financial Statements have been prepared in accordance with GAAP, and fairly present, in all material respects, the financial positions and results of operations of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated. The Projections have been prepared in good faith, based on assumptions believed as of the Closing Date to be reasonable in light of the circumstances under which such Projections were prepared; it being recognized by the Agents, the Lenders and the Issuing Banks that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Company and its Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. Since the Closing Date, there has been no Material Adverse Effect.

(b) On and as of the Closing Date, after giving effect to the consummation of the Transactions (including the incurrence of the Loans made on the Closing Date), the Company and its consolidated Subsidiaries, taken as a whole, are Solvent.

7.06. Litigation . There are no actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened (i) with respect to any Credit Document or (ii) that either individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect.

7.07. True and Complete Disclosure . None of the written information or written factual data (taken as a whole) heretofore or contemporaneously furnished by the Company or any of its Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent or any Lender on or before the Closing Date (including all such information contained in any confidential information memorandum (and all information incorporated by reference therein) and in the Credit Documents) for purposes of, or in connection with, this Agreement, the other Credit Documents or any transaction contemplated herein or therein contained any untrue statement of material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to the date the representation and warranty in this Section 7.07 is being made ) in light of the circumstances under which such information or data was furnished; it being understood and agreed that for purposes of this Section 7.07(a) , such factual information and data shall not include projections (including the Projections, financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or industry specific nature.

7.08. Use of Proceeds; Margin Regulations .

(a) All proceeds of the Loans incurred on the Closing Date will be used by the Borrowers to finance the repayment of the Existing Credit Agreements and to pay Transaction Costs.

(b) All proceeds of the Loans will be used for working capital needs and general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments and any other purpose not prohibited hereunder.

(c) No Credit Party is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of any Credit Event (or the proceeds thereof) will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

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7.09. Tax Returns and Payments . Except where the failure to do so could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) the Company and each of its Restricted Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all Tax returns, statements, forms and reports for Taxes (the “ Returns ”) required to be filed by, or with respect to the income, properties or operations of, the Company and/or any of its Restricted Subsidiaries and (ii) the Company and each of its Restricted Subsidiaries have paid all Taxes payable by them (including in its capacity as a withholding agent), other than those that are being contested in good faith by appropriate proceedings and fully provided for as a reserve on the financial statements of the Company and its Restricted Subsidiaries in accordance with GAAP. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Company or any of its Restricted Subsidiaries, threatened in writing by any authority regarding any Taxes relating to the Company or any of its Restricted Subsidiaries.

7.10. ERISA .

(a) No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Effect. Each Plan is in compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable Requirement of Law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect.

(b) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Company or any Restricted Subsidiary, threatened, which could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

7.11. The Security Documents .

(a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon the timely and proper filing of UCC financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement have been made to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

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(b) Upon delivery, if any, in accordance with the Collateral and Guarantee Requirement, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local Requirement of Law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

7.12. Title to Real Estate . Each Canadian Credit Party and each U.S. Credit Party has good and indefeasible title to (or valid leasehold interests in) all of its Eligible Fee-Owned Real Estate and Mortgaged Property, free of Liens except Permitted Liens or any defects in title which do not constitute Liens or that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

7.13. Subsidiaries . On and as of the Closing Date, the Company has (i) no Subsidiary that is a FSHCO or CFC and (ii) no Subsidiaries other than those Subsidiaries listed on Schedule 7.13 . Schedule 7.13 correctly sets forth, as of the Closing Date, the percentage ownership (direct and indirect) of the Company in each class of Capital Stock of each of its Subsidiaries and also identifies the direct owner thereof. There are no Canadian Subsidiaries or Dutch Subsidiaries that are owned, directly or indirectly, by the U.S. Parent Borrower.

7.14. Compliance with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws .

(a) Each of the Company and each of its Restricted Subsidiaries, and, to the knowledge of the Company, each of their respective officers, is in compliance in all material respects with Anti-Terrorism Laws, Sanctions, the Patriot Act and AML Legislation. Each of the Company and each of its Restricted Subsidiaries is in compliance with all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer or employee thereof, is a Person that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) a Canadian Blocked Person, (iii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iv) located, organized or resident in a Designated Jurisdiction. No part of the proceeds of any Loans or Letters of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries for the purpose of funding any operations in, financing any investments or activities in or making any payments in violation of Sanctions, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar Requirements of Law of Canada or the FCPA.

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(c) The Company and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977 (“ FCPA ”), the UK Bribery Act 2010, any Canadian counterpart thereto applicable to the Company or such Subsidiary, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.

7.15. Investment Company Act . None of the Company or any Restricted Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and required to be registered as such.

7.16. Environmental Matters .

The Company and each Restricted Subsidiary and their respective operations and facilities are in compliance with all Environmental Laws and have obtained, maintained and are in compliance with the requirements of all applicable permits, licenses and other approvals required to be issued under such Environmental Laws, except where the failure to comply with Environmental Laws or to obtain, maintain or comply with such permits, licenses or approvals would not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened Environmental Claims which would reasonably be expected to result in liability to the Company or any Restricted Subsidiaries or with respect to any Real Property currently or to the knowledge of any Credit Party, formerly owned, leased or operated by the Company or any Restricted Subsidiaries, which would in each case be reasonably expected to have a Material Adverse Effect. To the knowledge of any Credit Party, there are no facts, activities, circumstances, conditions or occurrences that would be reasonably expected (i) to form the basis of an Environmental Claim against or result in liability to the Company or any Restricted Subsidiaries or (ii) to cause any Real Property owned, leased or operated by the Company or any Restricted Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Company or any Restricted Subsidiaries under any Environmental Law and that in any such case which would reasonably be expected to have a Material Adverse Effect.

7.17. Labor Relations . Except as would not reasonably be expected to have a Material Adverse Effect, (a) as of the Closing Date, there are no strikes, lockouts, slowdowns or other labor disputes pending against the Company or any Restricted Subsidiaries or, to the knowledge of each Credit Party, threatened against the Company or any Restricted Subsidiaries, (b) to the knowledge of each Credit Party, there are no questions concerning union representation with respect to the Company or any Restricted Subsidiaries, (c) the hours worked by and payments made to employees of the Company or any Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, municipal, local, or foreign Requirement of Law dealing with such matters and (d) to the knowledge of each Credit Party, no wage and hour department investigation has been made of the Company or any Restricted Subsidiaries.

7.18. Intellectual Property . Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each other Restricted Subsidiary owns or has the right to use all Intellectual Property used in, held for use in and otherwise necessary for the present conduct of their respective businesses. To the knowledge of each Credit Party, the operation of their respective businesses by the Company and each other Restricted Subsidiary does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as such would not reasonably expected to have a Material Adverse Effect.

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7.19. Centre of Main Interests . The “centre of main interest”, as referred to in the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings, of each Dutch Credit Party is and has always been located in the Netherlands. No Dutch Credit Party has any “establishment” (as referred to in that regulation) in any other jurisdiction other than in Germany.

7.20. Borrowing Base Certificate . At the time of delivery of each Borrowing Base Certificate, assuming that any eligibility criterion that requires the approval or satisfaction of the Administrative Agent has been approved by or is satisfactory to the Administrative Agent, each Account reflected therein as eligible for inclusion in the Borrowing Base is an Eligible Account or Eligible Insured Letter of Credit Backed Account, the Inventory reflected therein as eligible for inclusion in the Borrowing Base constitutes Eligible Inventory and/or Eligible In-Transit Inventory, the Equipment reflected therein as eligible for inclusion in the Borrowing Base constitutes Eligible Equipment and the Real Property reflected therein as eligible for inclusion in the Borrowing Base constitute Eligible Fee-Owned Real Estate, in each case as of the fiscal month end (or week end) date for which such Borrowing Base Certificate is calculated.

7.21. Dutch Works Council Act . At the Closing Date and at the time of delivery of each Borrowing Base Certificate, all requirements under the Dutch Works Councils Act have been complied with by each Dutch Credit Party and no advice is required to be sought from any other works council in the group of companies with which any of the Dutch Credit Parties forms a group in respect of the Transaction and the transactions contemplated thereby.

7.22. Canadian Pension Plans . As of the Closing Date, there are no Canadian Pension Plans maintained, contributed or administered by any Canadian Credit Party or in respect of which any Canadian Credit Party has any liability or obligation.

Section 8 Affirmative Covenants . The Company and each other Restricted Subsidiary hereby covenants and agrees that on and after the Closing Date until the Payment in Full Date:

8.01. Information Covenants . The Company will furnish to the Administrative Agent for further distribution to each Lender:

(a) Quarterly Financial Statements . Within 45 days (or such earlier date on which the Company is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the end of each of the first three fiscal quarters of each fiscal year, (i) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such fiscal quarterly accounting period and the related unaudited consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity and cash flows for such fiscal quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding fiscal quarterly accounting period in the prior fiscal year, or in the case of the balance sheet, setting forth the comparable figures as of the end of the prior fiscal year, certified by a Responsible Officer of the Company (in such capacity as a Responsible Officer and not in an individual capacity) that they fairly present, in all material respects and in accordance with GAAP, the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period.

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(b) Annual Financial Statements . Within 90 days (or such earlier date on which the Company is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the end of each fiscal year, (i) the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity and cash flows for such fiscal year setting forth comparative figures, or as of the end of, for the preceding fiscal year, together with an opinion from Deloitte LLP or other independent certified public accountants of recognized national standing (which opinion (1) may be addressed to the board of directors and the shareholders of the Company and (2) shall be without a “going concern” or like qualification nor any qualification as to the scope of such audit), (ii) the unaudited consolidating balance sheet of each of (x) the U.S. Parent Borrower and the Domestic Subsidiaries, (y) the Canadian Parent Borrower and the Canadian Subsidiaries and (z) the Dutch Parent Borrower and the other Dutch Subsidiaries as of the end of such fiscal year and the related unaudited consolidating statements of operations, comprehensive earnings (loss), shareholders’ equity and cash flows by jurisdiction for the United States, Canada and the Netherlands for such fiscal year setting forth comparative figures for the preceding fiscal year, or in the case of the balance sheet, setting forth the comparable figures as of the end of the prior fiscal year, and (iii) management’s discussion and analysis of the important operational and financial developments during such fiscal year.

(c) Perfection Certificate Update . At the time of delivery of the Section 8.01(b) annual financials, a certificate from a Responsible Officer certifying that there have been no changes to Schedules 1(a) and 2(a) of the Perfection Certificate since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 8.01(c), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause, only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of the Collateral and Guarantee Requirement) and whether the Company and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to the Collateral and Guarantee Requirement in connection with any such changes.

(d) Annual Budget . Concurrently with the delivery of annual financial statements pursuant to Section 8.01(b) , a consolidated annual plan, prepared in accordance with the Company’s normal accounting procedures applied on a consistent basis, for the next fiscal year, containing quarterly detail, including projected quarterly borrowing base levels for the fiscal year (it being understood that such plan has already been delivered under this Section 8.01(d) for the 2016 fiscal year).

(e) Officer’s Certificates . At the time of the delivery of the Section 8.01 Financials, a Compliance Certificate from a Responsible Officer of the Company, certifying on behalf of the Company that, to such Responsible Officer’s knowledge after due inquiry, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall also set forth (i) the reasonably detailed calculations with respect to the Consolidated Fixed Charge Coverage Ratio for such period, whether or not a Financial Covenant Triggering Event shall have occurred and (ii) a list of all Restricted Subsidiaries of the Company specifying whether each such Subsidiary is a “Material Subsidiary” or an “Immaterial Subsidiary” for purposes of this Agreement.

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(f) Notices . Promptly after any Responsible Officer of the Company or any of its Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any event of default under the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable) or any refinancing thereof or other debt instrument in excess of the Threshold Amount, (ii) any litigation or governmental investigation or proceeding pending against the Company or any of its Subsidiaries (x) which, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

(g) Other Reports and Filings . (i) Promptly upon filing thereof, (x) copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC, the Ontario Securities Commission or any analogous Governmental Authority in any relevant jurisdiction by the Company or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC, the Ontario Securities Commission or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements, notices and reports that the Company or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of the Company and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement).

(h) Financial Statements of Unrestricted Subsidiaries . If following the Closing Date, any Subsidiary (other than an Immaterial Subsidiary) is designated as an Unrestricted Subsidiary, then simultaneously with the delivery of each set of Section 8.01 Financials, a reconciliation reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated or consolidating financial statements.

(i) Monthly Financial Statements . At any time when Total Excess Availability is less than the greater of (i) 17.5% of the Line Cap and (ii) $35,000,000, upon the written request of the Administrative Agent, within 10 calendar days after the end of each fiscal month, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such fiscal month and the related unaudited consolidated statement of operations, for such fiscal month and, with respect to the consolidated statement of operations only, the elapsed portion of the fiscal year ended with the last day of such fiscal month , certified by a Responsible Officer of the Company that they fairly present, in all material respects and in accordance with GAAP, the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes; provided that the requirements to deliver monthly financial statements pursuant to this clause (k) shall terminate upon the date that Total Excess Availability shall have been at least equal to the greater of (x) 17.5% of the Line Cap and (y) $35,000,000 over a period of 30 consecutive calendar days.

(j) Pension Plan Notices . The Company shall deliver to the Administrative Agent upon request (i) a complete copy of the most recent annual report (on Internal Revenue Service Form 5500 series, including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or other Governmental Authority of each Plan that is maintained or sponsored by the Company or a Restricted Subsidiary, (ii) copies of the annual actuarial report (including applicable schedules) with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority, (iii) copies of annual financial statements or reports in respect of Canadian Pension Plan funds delivered to the appropriate Canadian pension authorities, and (iv) all documents relating to collective pension schemes and agreements relating to individual pensions, such as pension regulations, letters of pension, agreements with pension agencies (including business sector and company pension funds and insurers), notices or letters regarding possible exemption from compulsory participation in a pension scheme, and premium statements during the then-most recent three years.

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(k) Other Information . Subject to the limitation set forth in Section 12.14 , from time to time, such other information or documents (financial or otherwise) with respect to the Company or any of its Restricted Subsidiaries (including in relation to any Canadian Pension Plans) as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request, including a listing of each Credit Party’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging; provided that neither the Company nor any Restricted Subsidiary will be required to disclose any information or documents (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Requirements of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

(l) Information required to be delivered pursuant to this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information (including, in the case of certifications required pursuant to clause (a) and (b) above, the certifications accompanying any such report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or after written notice from the Company or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov within the time periods set forth in this Section 8.01 . Information required to be delivered pursuant to this Section may also be delivered by electronic communications permitted by Section 12.03 .

8.02. Books, Records and Inspections .

(a) The Company and any Restricted Subsidiary will keep proper books of record and accounts in which full, true and correct entries are made in conformity with GAAP (or applicable local standards) in all material respects.

(b) The Company will permit the Administrative Agent, subject to reasonable advance notice to, and reasonable coordination with, the Company and during normal business hours, to visit and inspect the properties of any Borrower, at the Borrowers’ expense to the extent provided in clause (c) below, inspect, audit and make extracts from any Borrower’s corporate, financial or operating records, and discuss with its officers and employees and, in the presence of the Company, any Borrower or a Subsidiary of the Company, independent accountants (subject to such accountants’ customary policies and procedures) such Borrower business, financial condition, assets and results of operations; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default; provided , further that neither the Company nor any Restricted Subsidiary will be required to disclose, permit the inspection, audit, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its representatives or contractors) is prohibited by applicable Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product. In addition to the foregoing, the Administrative Agent shall be permitted to conduct one Field Examination and one Appraisal with respect to any Accounts or Inventory comprising the Borrowing Base during any 12-month period; provided , further , that (i) if at any time Total Excess Availability is less than the greater of (x) 17.5% of the Line Cap and (y) $35,000,000 for a period of 5 consecutive Business Days during such 12-month period, one additional Field Examination and one additional Appraisal will be permitted in such 12-month period and (ii) if an Event of Default has occurred and is continuing, there shall be no limit on the number of additional Field Examinations and Appraisals that shall be permitted at the Administrative Agent’s request; it being understood that such Field Examination or Appraisal once commenced, may be completed at, subject to Section 12.01 , the Borrowers’ expense notwithstanding the cessation of such Event of Default. Neither the Administrative Agent nor any Lender shall have any duty to any Borrower to share any results of any Field Examination with any Borrower. The Company acknowledges that all Field Examinations and Appraisals are conducted by or for the Administrative Agent and Lenders for their purposes, and the Borrowers shall not be entitled to rely upon them.

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(c) Subject to Section 12.01(a) , reimburse the Administrative Agent for any reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and records, (ii) if an Event of Default has occurred and is continuing, any examination per fiscal year of any Borrower’s books and records (without duplication of the examination referred to in clause (i) above) and (iii) Field Examinations and Appraisals of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations, audits and Appraisals permitted under the preceding paragraph and the succeeding paragraph.

(d) Notwithstanding the foregoing, Equipment and Real Property Appraisals will not be required at any time following the delivery of the original Appraisals to the Administrative Agent on the Closing Date. The Company may at its option and its sole cost and expense, no more than three times after the Closing Date, elect to effect a reappraisal of the Eligible Equipment and Eligible Fee-Owned Real Estate (a “ Fixed Asset Reappraisal Event ”) by delivering written notice to the Administrative Agent requesting the retention by the Administrative Agent of appraisers reasonably satisfactory to them to commence Appraisals covering any Eligible Fee-Owned Real Estate and all Eligible Equipment to be included in the Borrowing Base calculation going forward. All reports of appraisers must be provided directly to the Administrative Agent who shall be entitled to rely thereon. Following the completion of any such additional Appraisals, the Company may choose to have the Borrowing Base calculated based on the updated information set forth in such Appraisals (and including only the Eligible Equipment and Eligible Fee-Owned Real Estate so appraised), until such time as a further additional Appraisal is completed, if ever, on the applicable assets; provided that, the Company may not elect to conduct a Fixed Asset Reappraisal Event unless, on the date of such election, the Consolidated Fixed Charge Coverage Ratio for the most recently completed Test Period to occur on or prior to such date of election is no less than 1.0 to 1.0, and no Default or Event of Default exists and is continuing on such date. For the avoidance of doubt, (i) even if the Company chooses not to cause the Borrowing Base to be calculated based on such updated Appraisals, only the assets so appraised shall be included in future Borrowing Base calculations and the Administrative Agent may establish Reserves with respect to such assets in its Permitted Discretion, and (ii) following such notice of a Fixed Asset Reappraisal Event, once such Appraisals have commenced, the Company shall not have the option to discontinue such Appraisals. The Company acknowledges that all Appraisals are conducted by or for the Administrative Agent and Lenders for their purposes, and the Borrowers shall not be entitled to rely upon them.

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8.03. Maintenance of Property; Insurance .

(a) The Company and each Restricted Subsidiary will, (i) keep all tangible property necessary to the business of the Company and such Restricted Subsidiary in good working order and condition, ordinary wear and tear, casualty and condemnation excepted, except to the extent that the failure to so keep such property in good working order and condition would not reasonably be expected to have a Material Adverse Effect, (ii) maintain with financially sound and reputable insurance companies (as determined in good faith by the Company) insurance on all such property and the businesses of the Company and such Restricted Subsidiary against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businesses, of such types and in such amounts (after giving effect to any self-insurance reasonably and customary for similarly situated Persons who are engaged in the same or similar businesses as the Company and its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons (in the good faith determination of the Company) and in accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the Company and such Restricted Subsidiary and (iii) furnish to the Administrative Agent, upon its reasonable request therefor, evidence as to its compliance with the foregoing clause (ii).

(b) If the improvements on a Mortgaged Property are at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws (including as a result of re-zoning), then the Relevant Borrower shall, or shall cause the applicable Credit Party to (i) maintain, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable Requirements of Law promulgated pursuant to the Flood Insurance Laws and (ii) subject to the proviso in clause (f) of the definiton of “Collateral and Guarantee Requirement”, deliver to the Administrative Agent evidence of such insurance in form and substance reasonably acceptable to the Administrative Agent and the U.S. Revolving Lenders, including, without limitation, evidence of annual renewals of such insurance.

(c) The Company and each Restricted Subsidiary will at all times keep its property constituting Collateral insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Company and/or such Restricted Subsidiaries) (i) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as additional loss payee or additional insured, as applicable), (ii) shall, in the case of Canadian Collateral, include an Insurance Bureau of Canada, Form 3000, mortgagee endorsement, and (iii) if agreed by the insurer (which agreement the Relevant Borrower shall use commercially reasonable efforts to obtain), shall state that such insurance policies shall not be canceled without at least 30 days’ prior written notice thereof (or, with respect to non-payment of premiums, 10 days’ prior written notice) by the respective insurer to the Collateral Agent; provided that the requirements of this Section 8.03(c) shall not apply to (x) insurance policies covering (1) directors and officers, fiduciary or other professional liability, (2) employment practices liability, (3) workers’ compensation liability, (4) automobile and aviation liability, (5) health, medical, dental and life insurance, and (6) such other insurance policies and programs as the Collateral Agent may approve; and (y) self-insurance programs.

(d) If the Company or any Restricted Subsidiary shall fail to maintain insurance in accordance with this Section 8.03 , after any applicable grace period, the Administrative Agent shall have the right (but shall be under no obligation), after 10 Business Days’ notice to the Company, to procure such insurance and the Credit Parties jointly and severally agree to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance.

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8.04. Existence; Franchises . The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company’s existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided , however , that nothing in this Section 8.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.11 , (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.05. Compliance with Statutes, etc . The Company and any Restricted Subsidiary will comply with all applicable Requirements of Law, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including applicable Requirements of Law relating to ERISA, Canadian Employee Benefits Legislation, OFAC, FCPA, Anti-Terrorism Laws, AML Legislation and Patriot Act), except in each case such noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.06. Compliance with Environmental Laws . The Company and any Restricted Subsidiary will comply with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of Real Property by the Company or any Restricted Subsidiary, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of the Company), except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Restricted Subsidiary will generate, use, treat, store, Release or permit the generation, use, treatment, storage, or Release of Hazardous Materials at, on or under any Real Property by the Company or any Restricted Subsidiary, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except in compliance with all Environmental Laws or where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

8.07. ERISA . As soon as reasonably practicable and, in any event, within ten (10) Business Days after the Company or any Restricted Subsidiary knows of the occurrence of any of the following, the Company will deliver to the Administrative Agent a certificate setting forth a reasonable level of detail as to such occurrence and the action, if any, that the Company, such Restricted Subsidiary or, to the knowledge of the Company, an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Company, such Restricted Subsidiary, the Plan administrator or, to the extent available, such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Company, such Restricted Subsidiary or, to the extent available, such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event has occurred that is reasonably expected to result in a Material Adverse Effect; or (b) the Company, any Restricted Subsidiary or, to the knowledge of the Company, any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect.

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8.08. Payment of Taxes . Each of the Company and any Restricted Subsidiary will pay and discharge all Taxes imposed upon it or upon its income or profits or upon any properties belonging to it, prior to the date on which penalties attach thereto and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Company or any Restricted Subsidiary not otherwise permitted under Section 9.01(iv) ; provided that neither the Company nor any Restricted Subsidiary shall be required to pay any such Tax or claim which is being contested in good faith and by appropriate proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP, or where the failure to pay such Tax or claim would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

8.09. Use of Proceeds . Each Borrower will use the proceeds of the Loans only as provided in Section 7.08 . No part of the proceeds of any Loans or Letters of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries for the purpose of funding any operations in, financing any investments or activities in or making any payments in violation of Sanctions, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar Requirements of Law of Canada or the FCPA.

8.10. Additional Security; Further Assurances; etc .

(a) Each Borrower and each Wholly-Owned Restricted Subsidiary which is a Domestic Subsidiary, a Canadian Subsidiary or a Dutch Subsidiary, but excluding any Excluded Subsidiary, will promptly grant to the Collateral Agent for the benefit of the Secured Creditors perfected security interests in such Collateral of such Borrower and such Restricted Subsidiaries as are not covered by Security Documents then in effect, in order to comply with the Collateral and Guarantee Requirement.

(b) Subject to the provisions of the Collateral and Guarantee Requirement and the other limitations set forth in this Agreement or the applicable Security Documents, with respect to any Person that is or becomes after the Closing Date a Wholly-Owned Restricted Subsidiary that is either a Domestic Subsidiary, a Canadian Subsidiary, or a Dutch Subsidiary, or any such Wholly-Owned Restricted Subsidiary that ceases to constitute an Excluded Subsidiary, but excluding any Excluded Subsidiary, the applicable Credit Party that is the parent of such Wholly-Owned Restricted Subsidiary or such Wholly-Owned Restricted Subsidiary, as applicable, shall within 30 days (other than with respect to Real Property, which actions shall be required only to the extent, and pursuant to the timing, required by clause (f) of this Section 8.10 ) (or such longer period as the Administrative Agent may reasonably agree) of such event, (i) cause such new Subsidiary (A) to execute a joinder agreement to this Agreement, in the form attached as Exhibit E hereto, to join as a Guarantor hereto and a joinder agreement to each applicable Security Agreement, substantially in the form annexed thereto, or, if applicable, each additional Security Document in lieu of such joinder, provided that such additional Security Document shall be substantially similar in form and substance to such applicable Security Agreement and (B) to take all actions, if any, reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by the Collateral and Guarantee Requirement in accordance with all applicable law, including the filing of financing statements as required by the Collateral and Guarantee Requirement; and (ii) at the reasonable request of the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agents, the Collateral Agent and the other Lenders, of counsel to the Credit Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 8.10(b) ( provided that the Administrative Agent agrees that any such opinion that is similar in scope and substance to the opinion of the applicable counsel to the Credit Parties delivered on the Closing Date with respect to the Security Documents delivered on the Closing Date shall be reasonably acceptable to the Administrative Agent).

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(c) Subject to the limitation set forth in the Collateral and Guarantee Requirement and the other limitations set forth in this Agreement or the applicable Security Documents, each of the Credit Parties will, at the expense of the Company, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent, promptly, upon the reasonable request of the Administrative Agent, at Company’s expense, any document or instrument supplemental to or confirmatory of the Security Documents required by the Collateral and Guarantee Requirement that are deemed by the Administrative Agent reasonably necessary for the continued validity, perfection (or the equivalent with respect to the Canadian Credit Parties under applicable law in Canada and with respect to the Dutch Credit Parties, under applicable law in the Netherlands or England) and priority of the Liens on the Collateral covered thereby subject to no other Liens except for Permitted Liens or as otherwise permitted by the applicable Security Document.

(d) Each of the Credit Parties agrees that each action required by clauses (a) through (c) of this Section 8.10 shall be completed as soon as reasonably practicable, after such action is required to be taken pursuant to such clauses or requested to be taken by the Administrative Agent or the Required Lenders (or such longer period as the Administrative Agent shall otherwise reasonably agree), as the case may be; provided that, without limiting (x) any requirement to take any Additional Account Security Action set forth in the definition of the term “Eligible Accounts” solely for the purpose of determining the eligibility of Accounts originated by any Borrower that are owed from Account Debtors located in any Account Debtor Approved Country (other than the United States, Canada or the Netherlands) for inclusion in the applicable Borrowing Base or (y) any requirement to take any Additional Inventory Security Action set forth in the definition of the term “Eligible Inventory” solely for the purpose of determining the eligibility of any Inventory owned by a Dutch Borrower and located in the United Kingdom, France or Germany for inclusion in the Dutch Borrowing Base, in no event will the Credit Parties be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 8.10 .

(e) (i) During the continuance of a Cash Dominion Period and (ii) after delivery of a written notice thereof by the Administrative Agent to the Company, to request Account Debtor notifications in the relevant Account Debtor Approved Countries, the Relevant Borrowers shall provide notice to the Account Debtors in such requested Account Debtor Approved Countries of the Collateral Agent’s security interest in the Accounts owing by such Account Debtors.

(f) Subject to the limitation set forth in the Collateral and Guarantee Requirement and the other limitations set forth in this Agreement or the applicable Security Documents, with respect to any Material Real Property acquired by any U.S. Credit Party or any Canadian Credit Party after the Closing Date (or, in each such case, with respect to any Person that is or becomes after the Closing Date a U.S. Credit Party or a Canadian Credit Party, any Material Real Property owned by such Credit Party as to the date such Person became a Credit Party), within 90 days after such acquisition (or designation or formation as a Credit Party) (or with respect to any Material Real Property under construction or improvement, within 90 days after substantial completion thereof) (or such later date as the Administrative Agent may agree in its reasonable discretion) such Credit Party shall (i) grant to the Collateral Agent for the benefit of the Secured Creditors security interests in and Mortgages on such Material Real Property pursuant to documentation substantially in the form of Mortgage delivered to the Collateral Agent with respect to the Mortgaged Properties set forth on Schedule 5.15 as of the Closing Date or in such other form as is reasonably satisfactory to the Administrative Agent (each, an “ Additional Mortgage ”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of recordation thereof, and (ii) record or file, and cause each such Credit Party to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Creditors) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Credit Party to pay, in full, all recording and similar taxes, fees and other charges required to be paid in connection with such recording or filing, and deliver to the Collateral Agent all Related Real Estate Documents in connection with such additional Mortgaged Properties.

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8.11. Post-Closing Actions . Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the Administrative Agent may reasonably agree:

(a) with respect to each Real Property listed on Schedule 5.15 , the relevant Credit Parties shall cause to be delivered to the Collateral Agent each of the Related Real Estate Documents within 90 days following the Closing Date;

(b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days following the Closing Date;

(c) within five (5) Business Days following the Closing Date, the Administrative Agent shall have received (x) the Dutch Pledges Over Shares, which Dutch Pledges Over Shares (i) shall have been duly authorized, executed and delivered by each Dutch Credit Party party thereto and (ii) shall be in form and substance reasonably satisfactory to the Collateral Agent and (y) an opinion from NautaDutilh, special Dutch counsel to the Credit Parties, addressed to the Administrative Agents, the Collateral Agent and each of the Lenders party hereto on such date in form and substance reasonably satisfactory to the Administrative Agent;

(d) within ten (10) Business Days following the Closing Date, the Company and any applicable Subsidiaries of the Company shall discharge, or cause to be discharged, each and every filing, registration or recordation made in any province or territory of Canada (other than Ontario) that perfects, hypothecates or records a Lien made or created pursuant to, or in connection with, the Second Lien Loan Agreement and any loan documents thereunder, and the Company and any applicable Subsidiaries of the Company shall forthwith thereafter provide to the Collateral Agent evidence of such discharge reasonably requested by the Collateral Agent including, without limitation, Lien searches conducted in the applicable provinces and territories of Canada evidencing the complete discharge of such Liens; and

(e) within five (5) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form);

(f) within five (5) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and

(g) within thirty (30) days following the Closing Date, the Administrative Agent shall have received (i) a draft of the Quebec Hypothec and RDPRM registration form for the Collateral Agent’s approval, and (ii) evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the Collateral Agent, and subsequent to the execution and requisite filing/registration of same, the Administrative Agent shall have received (i) RDPRM and Lien searches and other evidence reasonably satisfactory to the Collateral Agent that such filing/registration are the only Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, and (ii) an opinion from Miller Thomson LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the Administrative Agents, the Collateral Agent and each of the Lenders party hereto on such date in form and substance reasonably satisfactory to the Administrative Agent.

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8.12. Dutch Works Council Act . Each Dutch Credit Party shall comply with the requirements of the Dutch Works Council Act in respect of the Transaction and the transactions contemplated thereby.

8.13. Certain Additional Account Security Actions and Additional Inventory Security Actions . (a) Each applicable Borrower shall endeavor to satisfy the Additional Account Security Actions with respect to Accounts originated by such Borrower that are owed from Account Debtors located in the United Kingdom, France and Germany within thirty (30) calendar days after the Closing Date and (b) each applicable Dutch Borrower shall endeavor to satisfy the Additional Inventory Security Actions with respect to Inventory located in the United Kingdom that is owned by such Dutch Borrower within thirty (30) calendar days after the Closing Date; provided that the failure by any Borrower to take such Additional Account Security Actions and/or Additional Inventory Security Actions pursuant to this Section 8.13 shall not constitute a Default or an Event of Default and the effect of any such failure shall be limited to the impact, if any, on the eligibility of such Accounts or Inventory, as applicable, for inclusion in the applicable Borrowing Base pursuant to the rules set forth in the definitions of the terms “Eligible Accounts” and “Eligible Inventory”.

8.14. Designation of Unrestricted Subsidiaries . The Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full or assumed by another Borrower and all Letters of Credit issued for the account of such Borrower shall have expired or been terminated or assumed by another Borrower, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such Subsidiary), and such Investment shall be permitted under Section 9.05 , (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable), or (II) any other Contractual Requirement governing any Indebtedness, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Company’s Investment in such Subsidiary.

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8.15. Collateral Monitoring and Reporting .

(a) Borrowing Base Certificates . By the 20th calendar day after the end of each fiscal month of the Company, the Company shall deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate as of the close of business of the previous month; provided that, if a Weekly Reporting Event shall have occurred and be continuing, the Company shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that any Borrowing Base Certificates delivered on a weekly basis will be limited to updating the balances of the Accounts as of the most recently ended week. All information (including calculation of Total Excess Availability) in a Borrowing Base Certificate shall be certified by the Company. The Administrative Agent may from time to time adjust any such report to the extent any information or calculation is inaccurate or does not comply with this Agreement in accordance with the definitions of “Canadian Borrowing Base”, “Dutch Borrowing Base” and “U.S. Borrowing Base”.

(b) Records and Schedules of Accounts .

(i) Each Borrower shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and the Company shall submit to the Administrative Agent sales, collection, reconciliation and other reports at the time of delivery of each Borrowing Base Certificate. The Company shall also provide to the Administrative Agent, at the time of delivery of each Borrowing Base Certificate, a summary aged trial balance of all Accounts as of the end of the preceding month.

(ii) During (A) any Cash Dominion Period, whether or not a Default or Event of Default exists or (B) the continuance of an Event of Default, the Administrative Agent shall have the right, in the name of the Administrative Agent, any designee of the Administrative Agent or any Credit Party, to verify the validity, amount or any other matter relating to any Accounts of the Credit Parties by mail, telephone or otherwise. The Credit Parties shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude any such verification process.

(i) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), (A) the U.S. Parent Borrower shall have opened an account maintained by the U.S. Administrative Agent at BANA in the United States, under its sole dominion and control (the “ U.S. Dominion Account ”), (B) the Company shall have opened an account maintained by the Canadian Administrative Agent at BANA in Canada, under its sole dominion and control (the “ Canadian Dominion Account ”), and (C) the Dutch Parent Borrower shall have opened an account with a depository bank reasonably satisfactory to the Administrative Agent in the United Kingdom, over which a perfected first priority security interest and control has been granted to the Collateral Agent pursuant to an English Control Agreement (the “ Dutch Dominion Account ” and, together with the U.S. Dominion Account and the Canadian Dominion Account, the “ Dominion Accounts ”).

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(ii) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the U.S. Credit Parties shall have moved their Deposit Accounts into which the proceeds or products of Collateral may have been deposited to BANA (the “ U.S. Collection Bank ”) in the United States (and shall have closed any Deposit Accounts (other than Excluded Accounts) owned by them at any other financial institution and into which the proceeds or products of Collateral may have been deposited unless reasonably agreed by the Administrative Agent), and shall have entered into a Deposit Account Control Agreement reasonably satisfactory to the Administrative Agent, with respect to each such Deposit Account (collectively, the “ U.S. Collection Accounts ”). All U.S. Collection Accounts shall thereafter be maintained with BANA. No U.S. Credit Party shall after the date hereof open or establish any Deposit Account into which the proceeds or products of Collateral may be deposited with any financial institution, other than BANA. Each U.S. Credit Party shall instruct all Account Debtors of the U.S. Credit Parties to remit all payments to the “P.O. Boxes” or “Lockbox Addresses” of the U.S. Collection Bank (or to remit such payments to the U.S. Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the U.S. Collection Bank and deposited in a U.S. Collection Account. Each U.S. Credit Party hereby agrees that all cash that constitutes proceeds or products of Collateral received by such U.S. Credit Party in any Deposit Account that is not a U.S. Collection Account will be promptly transferred into a U.S. Collection Account. There shall be at all times at least one Collection Account in the U.S. Each Deposit Account Control Agreement relating to a U.S. Collection Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such U.S. Collection Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the U.S. Dominion Account. Subject to the terms of the respective Security Document and to Section 10.11 , all amounts received in the U.S. Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by the Administrative Agent on a daily basis in accordance with Section 2.09(b)(vi) .

(iii) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the Canadian Credit Parties shall have used commercially reasonable efforts to enter into a Deposit Account Control Agreement reasonably satisfactory to the Administrative Agent, with respect to each Deposit Account (other than Excluded Accounts) owned by them in the Canada and into which the proceeds or products of Collateral may have been deposited and existing as of such date; provided that to the extent a Deposit Account Control Agreement has not been obtained on or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may reasonably agree) over any such Deposit Account, the Canadian Credit Parties shall have moved such Deposit Account to BANA, or another depositary bank who has entered into such a Deposit Account Control Agreement (collectively, the “ Canadian Collection Accounts ”. Each Canadian Credit Party shall instruct all Account Debtors of the Canadian Credit Parties to remit all payments to the “P.O. Boxes” or “Lockbox Addresses” of the depositary banks maintaining Canadian Collection Accounts (or to remit such payments to the applicable depositary bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by such depositary banks and deposited in a Canadian Collection Account. Each Canadian Credit Party hereby agrees that all cash that constitutes proceeds or products of Collateral received by such Canadian Credit Party in any Deposit Account that is not a Canadian Collection Account will be promptly (and, in any event within two Business Days) transferred into a Canadian Collection Account. There shall be at all times at least one Collection Account in Canada. Each Deposit Account Control Agreement relating to a Canadian Collection Account shall (unless otherwise reasonably agreed by the Administrative Agent ) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Canadian Collection Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the Canadian Dominion Account. Subject to the terms of the respective Security Document and to Section 10.11 , all amounts received in the Canadian Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by the Administrative Agent on a daily basis in accordance with Section 2.09(b)(vi) .

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(iv) Within ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the Dutch Credit Parties shall have (A) used commercially reasonable efforts to open an account with a depositary bank reasonably satisfactory to the Administrative Agent in the United Kingdom and (B) grant a perfected first priority security interest and control over any such account to the Collateral Agent pursuant to an English Control Agreement and a fixed charge over any such account governed by English law between the relevant Dutch Credit Party and the Collateral Agent; provided that to the extent an English Control Agreement has not been obtained on or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may reasonably agree) over any such account, the Dutch Credit Parties shall have opened such account to BANA, or another depositary bank who has entered into such a English Control Agreement (the “ Dutch Collection Account ”). Within 120 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), the Dutch Credit Parties shall instruct all Account Debtors of the Dutch Credit Parties to remit all payments to the “P.O. Boxes” or “Lockbox Addresses” of the depositary bank maintaining the Dutch Collection Account (or to remit such payments to such depositary bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by such depositary bank and deposited in the Dutch Collection Account. Each Credit Party hereby agrees that from and after the date the Dutch Collection Account is opened, all amounts held in Deposit Accounts owned by the Dutch Credit Parties in the Netherlands and into which the proceeds and products of Collateral may be deposited (other than Excluded Accounts) shall be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the Dutch Collection Account. The English Control Agreement relating to the Dutch Collection Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Dutch Collection Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to the Dutch Dominion Account. Subject to the terms of the respective Security Documents and to Section 10.11 , all amounts received in the Dutch Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by the Administrative Agent on a daily basis in accordance with Section 2.09(c) .

(v) During the continuance of a Cash Dominion Event, at the request of the Administrative Agent, each of the relevant Credit Parties shall provide the Administrative Agent with an accounting of the contents of the Collection Accounts not maintained at BANA, which shall identify, to the reasonable satisfaction of the Administrative Agent, the proceeds from the Collateral which were deposited into a Collection Account and swept into a Dominion Account.

(vi) The Credit Parties (other than the Dutch Credit Parties) may close Deposit Accounts and/or open or acquire new Deposit Accounts, subject to the limitations set forth above, and the use of commercially reasonable efforts to execute and deliver to the Administrative Agent appropriate Deposit Account Control Agreements (except with respect to Excluded Accounts) consistent with the provisions of this Section 8.15 , within ninety (90) days of the opening or acquisition thereof (as may be extended by the Administrative Agent acting reasonably), it being understood that no such new Deposit Account shall qualify as a U.S. Collection Account or Dutch Collection Account until such Deposit Account Control Agreement is obtained. So long as no Cash Dominion Period is continuing, the Credit Parties may direct the manner of disposition of funds in the Collection Accounts (including transfers to the Excluded Accounts) and any amounts remaining on deposit in any Dominion Account shall promptly be transferred by the Administrative Agent or relevant depositary bank to a Collection Account specified by the Company and may not be used by the Administrative Agent to prepay the Loans or other Obligations thereafter unless and until a new Cash Dominion Period shall occur.

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(vii) The Dominion Accounts shall at all times be under the sole dominion and control of the Collateral Agent. Each Credit Party hereby acknowledges and agrees that (i) such Credit Party has no right of withdrawal from the Dominion Accounts, except as specified in clause (vi) above, (ii) the funds on deposit in the Dominion Accounts shall at all times continue to be Collateral for all of the Obligations, and (iii) the funds on deposit in the Dominion Accounts shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 8.15 , during the continuation of a Cash Dominion Period, any Credit Party receives or otherwise has dominion and control of any proceeds or collections of Collateral (other than amounts constituting proceeds of Indebtedness (including the Loans)), such proceeds and collections shall be held in trust by such Credit Party for the Secured Creditors, shall not be commingled with any of such Credit Party’s other funds or deposited in any account of such Credit Party and shall promptly be deposited into the Dominion Accounts or dealt with in such other fashion as such Credit Party may be instructed by the Administrative Agent.

(d) Administration of Deposit Accounts . Schedule 8.15(d) sets forth, as of the Closing Date, all Deposit Accounts (other than Excluded Accounts) maintained by the Credit Parties, including all Dominion Accounts. The applicable Credit Party shall be the sole account holder of each Deposit Account (other than any Excluded Account) into which the proceeds or products of any Collateral are, or are intended to be, deposited and shall not allow any other Person to have a perfected Lien (other than Permitted Liens) on any Deposit Account or any property deposited therein. On each date on which Section 8.01 Financials are required to be delivered to the Administrative Agent, each Credit Party shall notify the Administrative Agent of any opening or closing of a Deposit Account (other than any Excluded Account) into which the proceeds or products of any Collateral are, or are intended to be, deposited and, with the consent of the Administrative Agent, will amend Schedule 8.15(d) to reflect the same.

(e) Inventory, Equipment and Real Estate . Each Borrower shall keep accurate and complete records of its Inventory, Equipment and Real Property, in all material respects, including costs and daily withdrawals and additions, and shall submit to the Administrative Agent Inventory, Equipment, Real Property and reconciliation reports at the time of delivery of each Borrowing Base Certificate.

Section 9 Negative Covenants . The Company and any Restricted Subsidiary hereby covenant and agree that on and after the Closing Date and until the Payment in Full Date:

9.01. Liens . Each of the Company and any Restricted Subsidiary shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “ Permitted Liens ”):

(i) Liens created pursuant to the Credit Documents (including Liens on Secured Bank Product Obligations);

(ii) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security Requirements of Law or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory or similar obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

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(iii) Liens imposed by Requirement of Law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’ and similar Liens, in each case for sums not yet overdue for a period of more than 90 days or remain payable without penalty or being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the book of such person in accordance with GAAP or other Liens arising out of judgments or awards not constituting an Event of Default under Section 10 ;

(iv) Liens for Taxes, assessments or other governmental charges not yet overdue or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(v) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Closing Date;

(vi) Liens securing obligations relating to any Indebtedness permitted to be Incurred pursuant to Section 9.04(ii ) or ( xxv ), so long as after giving effect to the incurrence of any such Indebtedness, the Consolidated Secured Leverage Ratio of the Company is less than 5.00:1.00; provided that, to the extent such Liens attach to any Collateral, then the Liens on the Collateral securing such obligations, shall (x) rank junior to the Liens securing the Obligations and (y) be subject to the Intercreditor Agreement or another intercreditor agreement reasonably satisfactory in form and substance to the Administrative Agent;

(vii) Liens securing obligations relating to any Indebtedness permitted to be Incurred pursuant to clause (v) of Section 9.04 hereof; provided that such Liens extend only to the assets so purchased, leased or improved and any accessions or extensions thereof;

(viii) Liens existing on the Closing Date or pursuant to agreements in existence on the Closing Date and set forth in Schedule 9.01(viii) (which may include Liens on (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof), including Liens securing any Refinancing Indebtedness secured by such Liens;

(ix) (a) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , that such Liens may not extend to any other property or other assets owned by the Company or any of the Restricted Subsidiaries (other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof); and (b) Liens on property or other assets at the time the Company or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of the Restricted Subsidiaries; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided , further , any Liens on assets of a type included in the Borrowing Base (other than on Equipment and Real Property) by the Credit Parties pursuant to this clause (viii) shall be junior and subordinate to the Collateral Agent’s Lien on the Collateral and shall be subject to the Intercreditor Agreement or another intercreditor agreement on terms substantially similar to those contained in the Intercreditor Agreement and otherwise reasonably satisfactory to the Collateral Agent;

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(x) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (vii), (viii), (ix) and this clause (x); provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such property (other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof)), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount, of the Indebtedness described under clauses (vii), (viii), (ix) and this clause (x) at the time the original Lien became a Permitted Lien under this Agreement and (ii) an amount necessary to pay any fees and expenses, including original issue discount, upfront fees or similar fees and premiums (including tender premiums, and accrued and unpaid interest related to such modification, refinancing, refunding, extension, renewal or replacement);

(xi) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.05 ; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(xii) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (xiv) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement;

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(xv) Liens securing Indebtedness outstanding under the Second Lien Loan Agreement and the related guarantees thereof (and, if applicable, the Second Lien Notes Indenture and the Second Lien Notes and the related guarantees thereof) or any Refinancing Indebtedness in connection therewith; provided that such Indebtedness shall (x) be subject to the Intercreditor Agreement and (y) rank junior in priority to the Liens securing the Obligations;

(xvi) easements, rights-of-way, encroachments, covenants, conditions, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of the Company, taken as a whole;

(xvii) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and the Security Documents;

(xviii) Liens arising from UCC, PPSA or other similar financing statement filings regarding operating leases or consignments entered into by the Company and the Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary UCC, PPSA or other similar financing statements or similar public filings;

(xix) licenses and sublicenses granted by the Company or a Restricted Subsidiary and leases and subleases (by the Company or any Restricted Subsidiary as lessor or sublessor) to third parties in the ordinary course of business not materially interfering with the business of the Company, taken as a whole;

(xx) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC (or equivalent statute) or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC (or equivalent statute);

(xxi) Liens that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Company or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(xxii) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(xxiii) Liens securing financings of insurance premiums, which such Liens attach solely to the insurance policies financed and the proceeds thereof;

(xxiv) Liens on brokerage accounts incurred in the ordinary course of business securing obligations to settle trades made by the Company or any Restricted Subsidiary;

(xxv) the rights reserved to or vested in municipalities or governmental or other public authorities or agencies by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land to terminate any such leases, licenses, franchises, grants or permits or to require annual or other payments as a condition to the continuance thereof;

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(xxvi) deposits with public utilities or to any municipalities or governmental or other public authorities when required by the utility, municipality, governmental or other public authority in connection with the supply of services or utilities to the Company or any Restricted Subsidiary;

(xxvii) Liens on assets of non-Credit Parties to solely secure Indebtedness of non-Credit Parties permitted pursuant to Section 9.04(xxiv) ;

(xxviii) Liens in favor of the Company or any Restricted Subsidiary subject to the requirement to deliver a Subordinated Intercompany Note to the extent required by clauses (vii) or (viii) of Section 9.04 ;

(xxix) Liens on Investment Cash Equivalents or other property (other than Investment Cash Equivalents or property constituting Collateral) arising in connection with the defeasance or discharge of Indebtedness; provided that such defeasance or discharge is not prohibited by this Agreement;

(xxx) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by this Agreement is issued;

(xxxi) other Liens securing obligations in an aggregate amount not to exceed, as of the date incurred (and taking into account any other Liens incurred under this clause (xxxi) and outstanding on such date), the greater of (A) $20,000,000 and (B) 1.60 % of Consolidated Total Assets, measured as of the date such Lien is Incurred based upon the Section 8.01 Financials most recently delivered on or prior to the date such Lien is Incurred; provided that if the Liens incurred under this clause (xxxi) secure obligations secured by the Collateral (other than Investment Cash Equivalents), then the Liens on the Collateral securing such obligations shall (x) rank junior to the Liens securing the Obligations and (y) shall be subject to the Intercreditor Agreement or another intercreditor agreement reasonably satisfactory in form and substance to the Administrative Agent;

(xxxii) Liens solely on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar trade obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(xxxiii) Liens on Equipment of the Company or any of the Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

(xxxiv) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(xxxv) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located;

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(xxxvi) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; and

(xxxvii) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be applied against the purchase price for such Investment.

For purposes of this Section 9.01 , “Indebtedness” shall be deemed to include interest on such Indebtedness. For purposes of determining compliance with this Section 9.01 , (a) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (b) in the event that a Lien (or any portion thereof) meets the criteria of one or more categories of Permitted Liens described above, the Company shall, in its sole discretion, classify (or later reclassify) such item of Permitted Liens (or any portion thereof) in any manner that complies with this Section 9.01 and will only be required to include the amount and type of such item of Permitted Liens in one of the above clauses and such Lien will be treated as having been incurred pursuant to only one of such clauses.

In connection with the granting of Liens of the type described in this Section 9.01 by the Company and any Restricted Subsidiary, the Administrative Agent shall, and shall be authorized to, take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens).

9.02. Asset Sales . Each of the Company and any Restricted Subsidiary shall not consummate an Asset Sale, except the Company and any Restricted Subsidiary may dispose any of its assets or property, so long as (w) a new Borrowing Base Certificate is delivered substantially concurrently with the closing of any Significant Asset Sale, (x) no Event of Default has occurred and is continuing, or would result therefrom, on the date that the definitive documentation with respect to such Asset Sale is executed, (y) each such sale the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined by the Company at the time the Company or such Restricted Subsidiary contractually agrees to such Asset Sale) of the assets sold or otherwise disposed of and (z) except in the case of a Permitted Asset Swap (subject to the next paragraph), at least 75% of the consideration received by the Company or such Restricted Subsidiary, on a per transaction basis, shall be in the form of Investment Cash Equivalents (taking into account the amount of Investment Cash Equivalents, the principal amount of any promissory notes and the Fair Market Value, as determined by the Company, in good faith, of any other consideration) and is paid at the time of the closing of such disposition; provided , however , that for purposes of this clause (z), the following shall be deemed to be Investment Cash Equivalents: (A) any liabilities (as shown on Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable disposition and for which the Company and the Restricted Subsidiaries shall have been validly released by all applicable creditors or indemnified in writing, (B) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Investment Cash Equivalents (to the extent of the Investment Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Asset Sale, and (C) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (y), not to exceed, as of the date of receipt (and taking into account all other Designated Non-Cash Consideration received under this clause (y) and then outstanding on such date), the greater of (A) $25,000,000 and (B) 2.00% of Consolidated Total Assets measured on the date of receipt of such Designated Non-Cash Consideration based upon the Section 8.01 Financials most recently delivered on or prior to the date of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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The Permitted Asset Swaps referenced in clause (z) of the preceding paragraph shall only be permitted under this Agreement, and be exempted from the 75% Investment Cash Equivalents consideration requirement in such clause (z), only if an updated Borrowing Base Certificate is delivered to the Administrative Agent concurrently with the consummation of such Permitted Asset Swap, which adjusts the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.15(a) as necessary to reflect the impact of any Permitted Asset Swap of Eligible Fee-Owned Real Property and/or Eligible Equipment that was part of the Borrowing Base immediately prior to such Permitted Asset Swap. For the avoidance of doubt, no new Eligible Fee-Owned Real Property and/or Eligible Equipment received in exchange for existing Eligible Fee-Owned Real Property and/or Eligible Equipment of the Credit Parties will be included in the Borrowing Base unless and until a Fixed Asset Reappraisal Event occurs pursuant to Section 8.02(d) .

9.03. Restricted Payments and Restricted Junior Debt Payments .

(a) Each of the Company and any Restricted Subsidiary shall not:

(i) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of the Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation, other than:

(A) dividends or distributions by the Company or any Restricted Subsidiary payable solely in Equity Interests (other than Disqualified Stock) of the Company or any Restricted Subsidiary

(B) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company, including in connection with any merger, amalgamation or consolidation;

(as such payments and other actions set forth in clauses (i) through (ii) above (other than any exceptions thereto) being collectively referred to as “ Restricted Payments ”);

(iii) make any Restricted Junior Debt Prepayment; or

(iv) make any Restricted Investment, with the only exception under this covenant being clause (xi) of Section 9.03(b) .

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(b) Section 9.03(a) shall not prohibit:

(i) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“ Treasury Capital Stock ”) or Junior Debt of the Company or any Restricted Subsidiary, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any Restricted Subsidiary to the extent contributed to the Company or such Restricted Subsidiary (in each case, other than any Disqualified Stock) (“ Refunding Capital Stock ”) and (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(ii) the prepayment, redemption, defeasance, repurchase, exchange or other acquisition or retirement of (1) Junior Debt of the Company, any Borrower or any Subsidiary Guarantor made by exchange for, or out of the proceeds of a substantially concurrent sale of, new Indebtedness of the Company, any Borrower or any Subsidiary Guarantor or (2) Disqualified Stock of the Company, any Borrower or any Subsidiary Guarantor made by exchange for, or out of the proceeds of a substantially concurrent sale of, new Indebtedness of the Company, any Borrower or any Subsidiary Guarantor that, in each case, is Incurred in compliance with Section 9.04 , so long as:

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Junior Debt or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable tender premiums), defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock;

(B) (x) if the Junior Debt was subordinated to the Obligations, then such new Indebtedness shall be subordinated to the Obligations at least to the same extent as such Junior Debt so purchased, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired, (y) if the Junior Debt was secured by a Lien, then such new Indebtedness shall not be secured by a Lien on assets senior in priority to the Liens securing such Junior Debt so purchased, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired and (z) if the Junior Debt was unsecured, then such new Indebtedness shall be unsecured;

(C) such new Indebtedness or Disqualified Stock has a final scheduled maturity date or final mandatory redemption date equal to or later than the final scheduled maturity date of the Junior Debt or Disqualified Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the maturity date of the Obligations); and

(D) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Junior Debt or Disqualified Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Obligations).

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(iii) any Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company held by any future, present or former employee, director, officer, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of the Company or any of its Restricted Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or arrangement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company in connection with such repurchase, retirement or other acquisition) including any Equity Interest rolled over or purchased by management, directors or employees of the Company in connection with the Transactions; provided that the aggregate amount of Restricted Payments made under this clause does not exceed $5,000,000 in any fiscal year following the Closing Date (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year); provided further that such amount in any fiscal year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to any future, present or former employee, director, officer, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of the Company or any of its Subsidiaries that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of this Section 9.03 ; plus (B) the cash proceeds of key man life insurance policies received by the Company or the Restricted Subsidiaries after the Closing Date; less (C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iii); and provided further that (x) cancellation of Indebtedness owing to the Company or any of the Restricted Subsidiaries from any future, present or former employee, director, officer, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of the Company or any of its Subsidiaries in connection with a repurchase of Equity Interests of the Company and (y) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Equity Interests represents all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (x) and (y), shall not be deemed to constitute a Restricted Payment for purposes of this Section 9.03 or any other provision of this Agreement;

(iv) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares;

(v) reasonable and customary indemnities to directors, officers and employees in the ordinary course of business;

(vi) payments made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable upon the exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or other convertible, exchangeable or exercisable instruments if such Equity Interests represent a portion of the exercise price of such instruments or required withholding or similar taxes;

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(vii) the Company or any Subsidiary may make payments of dividends on Disqualified Stock or Preferred Stock issued in accordance with Section 9.04 ;

(viii) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption or prepayment notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment or prepayment would have complied with the provisions of Section 9.03 ; provided that it is understood that the Administrative Agent, in its Permitted Discretion, may establish a Reserve during such 60-day period in an amount not to exceed the amount of such declared but unpaid dividend or distribution;

(ix) any Restricted Payment (including dividends and other payments in respect of Capital Stock) or Restricted Junior Debt Prepayment; provided that the Distribution Conditions are satisfied both before and after giving effect to such Restricted Payment or Restricted Junior Debt Prepayment;

(x) any Restricted Payment or Restricted Junior Debt Prepayments with the Available Equity Amount Basket; and

(xi) other Restricted Payments, Restricted Junior Debt Prepayments and Restricted Investments in an aggregate amount, as of the date made, taken together with any other Restricted Payments made pursuant to this clause (xi) (in the case of Restricted Investments incurred under this clause (xi) and outstanding on such date (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or Investment Cash Equivalents)) and Restricted Junior Debt Prepayments made pursuant to under this clause (xi), following the Closing Date, not to exceed $20,000,000.

9.04. Indebtedness . Each of the Company and any Restricted Subsidiary shall not, directly or indirectly, Incur any Indebtedness or issue any Disqualified Stock and each Restricted Subsidiary that is not a Credit Party shall not issue Preferred Stock, except:

(i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;

(ii) unsecured Indebtedness and secured Indebtedness ranking junior in Lien priority to the Liens securing the Obligations and any Disqualified Stock and Preferred Stock (any of the foregoing, “ Junior Debt ”); provided that (A) after giving effect to the Incurrence of any such Junior Debt, the Consolidated Secured Leverage Ratio of the Company is less than 5.00:1.00, (B) any such Junior Debt does not mature prior to the date that is 91 days after the Maturity Date; provided that, if the amortization schedule of any such Junior Debt requires annual principal payments exceeding the Amort Cap prior to the date that is 91 days after the Maturity Date, then the Administrative Agent shall have the right, in its Permitted Discretion in accordance with Section 2.22, to establish Amortization Reserves with respect to amortization payments in excess of the Amort Cap against the assets included in the Borrowing Base on the date that is 91 days prior to each due date of such Junior Debt amortization payments, (C) if such Junior Debt is Incurred or guaranteed by a non-Credit Party, the aggregate amount such Junior Debt Incurred or guaranteed by a non-Credit Party pursuant to this Section 9.04(ii) shall not exceed, as of the date of such Incurrence (and taking into account any other Indebtedness Incurred under this clause (C) and then outstanding), the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Incurrence, and (D) if such Junior Debt is secured by the Collateral, then the Liens on any Collateral securing such Junior Debt shall be permitted pursuant to Section 9.01(vi) or ( xxxi ) (the conditions in clauses (B) through (D) are herein referred to as the “ Junior Debt Conditions ”);

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(iii) Indebtedness incurred pursuant to the Second Lien Loan Agreement or the Second Lien Notes Indenture (and any guarantees of either thereof) and any Refinancing Indebtedness thereof (including, for the avoidance of doubt, any refinancing of Indebtedness incurred pursuant to the Second Lien Loan Agreement into any exchange notes contemplated thereby);

(iv) Indebtedness of the Company and the Restricted Subsidiaries in existence on the Closing Date and listed on Schedule 9.04(iv) (“ Existing Indebtedness ”);

(v) Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock Incurred or issued by the Company or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, restoration, lease or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, within 270 days of such purchase, restoration, lease or improvement, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness incurred to refinance any other Indebtedness incurred under this clause (v), not to exceed, as of the date of such Incurrence (and taking into account any other Indebtedness Incurred under this clause (v) and then outstanding), the greater of (A) $35,000,000 and (B) 2.70% of Consolidated Total Assets, measured as of the date of such Incurrence or issuance based upon the Section 8.01 Financials most delivered ended on or prior to the date of such Incurrence or issuance;

(vi) Indebtedness Incurred by the Company or any of the Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, warehouse receipts, guarantees, statutory, export or import indemnities, customs, revenue bonds or similar instruments issued or created, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or incurrence;

(vii) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Credit Party is subordinated in right of payment to the Guarantee by the Company (including pursuant to the Subordinated Intercompany Note) (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not a Credit Party shall be deemed to be expressly subordinated in right of payment to the Guarantee by the Company unless the terms of such Indebtedness expressly provide otherwise); provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);

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(viii) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Credit Party incurs such Indebtedness to a Restricted Subsidiary that is not a Credit Party, such Indebtedness is subordinated in right of payment to the Obligations (including pursuant to the Subordinated Intercompany Note) (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not a Credit Party shall not be deemed to be expressly subordinated in right of payment to the Obligations, unless the terms of such Indebtedness expressly provide otherwise); provided , further , that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (viii);

(ix) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of the Restricted Subsidiaries) or any pledge of such Capital Stock constituting a Permitted Lien (but not foreclosure thereon) shall be deemed, in each case, to be an issuance of such shares of Preferred Stock not permitted by this clause (ix);

(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) and other Bank Product Debt;

(xi) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness, the issuance by the Company or any Restricted Subsidiary of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under clauses (ii), (iii) and (iv) of this Section 9.04 and this clause (xi) and clause (xxv) of this Section 9.04 , or any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness Incurred to pay premiums (including reasonable tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith (the “ Refinancing Indebtedness ”) prior to its respective maturity; provided that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the Latest Maturity Date), (B) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Revolving Loans, such Refinancing Indebtedness is subordinated in right of payment to the Revolving Loans at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and (C) shall not include (i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Credit Party that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Credit Party; or (ii) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, in either case, that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

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(xii) (A) any guarantee by a Credit Party of Indebtedness or other obligations of any other Credit Party so long as the incurrence of such Indebtedness incurred by such other Credit Party is permitted under the terms of this Agreement, or (B) any guarantee by a Restricted Subsidiary that is not a Credit Party of Indebtedness of a Credit Party;

(xiii) (A) Indebtedness consisting of Indebtedness issued by the Company or any of the Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries), in each case to finance the purchase or redemption of Equity Interests of the Company to the extent described in clause (iii) of Section 9.03 or (B) Indebtedness representing deferred compensation to employees of the Company or any of the Restricted Subsidiaries incurred in the ordinary course of business;

(xiv) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any other Credit Party not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness then outstanding and Incurred pursuant to this clause (xiv), does not at any one time outstanding exceed, as of the date of such Incurrence, the greater of (A) $30,000,000 and (B) 2.40% of Consolidated Total Assets measured as of the date of such Incurrence or issuance based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Incurrence or issuance;

(xv) Indebtedness arising from agreements of the Company or the Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided , however , that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(xvi) obligations in respect of self-insurance and performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Indebtedness is extinguished within ten Business Days of its incurrence;

(xviii) Indebtedness of the Company or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(xix) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Company or any Restricted Subsidiary not in excess, at any one time outstanding, of $7,500,000;

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(xx) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary;

(xxi) endorsement of instruments or other payment items by the Company or any Restricted Subsidiary for deposit;

(xxii) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xxiii) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances or discounted bills of exchange for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm’s length commercial terms;

(xxiv) the Incurrence of Indebtedness of Restricted Subsidiaries of the Company that are not Credit Parties in an amount outstanding under this clause (xxiv) not to exceed, determined as of the date of such Incurrence and taking into account any other Indebtedness Incurred under this clause (xxiv) and then outstanding, the greater of (A) $10,000,000 and (B) 0.80% of Consolidated Total Assets measured as of the date of such Incurrence or issuance based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Incurrence or issuance;

(xxv) Junior Debt subject to compliance with the Investment and Junior Debt Incurrence Conditions;

(xxvi) any Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of a Dutch Subsidiary and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code;

(xxvii) any joint and several liability arising as a result of (the establishment) of a Dutch fiscal unity ( Nederlandse fiscale eenheid ) between a Dutch Credit Party and one or more of its subsidiaries or its equivalent in any other relevant jurisdiction.

For purposes of determining compliance with this Section 9.04 , (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xxvii) of this Section 9.04 , the Company, in its sole discretion, may classify (but not reclassify) such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) as one or more types of Indebtedness described in the above clauses; provided that the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described under this Section 9.04 .

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, shall not be deemed to be an Incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 9.04 or Section 9.01 hereof. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under this Agreement to refinance Indebtedness Incurred pursuant to clauses (ii), (iii), (iv), (xiv) and (xxv) of this Section 9.04 shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in connection with such refinancing.

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Notwithstanding anything to the contrary, no Credit Party shall, directly or indirectly, Incur any Indebtedness that is contractually subordinated or junior in right of payment to any Indebtedness of the such Credit Party unless such Indebtedness is expressly subordinated in right of payment to the Obligations to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of such Credit Party.

No Credit Party shall incur any Indebtedness owing directly to ING Bank N.V. or Deutsche Bank AG, Amsterdam Branch, that is subject to their respective “General Banking Conditions” ( Algemene Bankvoorwaarden ) or that is secured by any right of pledge established pursuant to such General Banking Conditions, except any such Indebtedness that is outstanding (whether contingent or not) on and as of the Closing Date or arises in respect of transactions that are outstanding on and as of the Closing Date.

9.05. Investments . Each of the Company and any Restricted Subsidiary shall not, directly or indirectly, make any Investment (other than any Restricted Investment permitted to be made pursuant to Section 9.03 ), except that the following Investments shall be permitted (each, a “ Permitted Investment ”):

(i) any Investment in the Company or any other Credit Party;

(ii) any Investment by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party;

(iii) any Investment in Investment Cash Equivalents or Investment Grade Securities;

(iv) any Investment subject to compliance with the Investment and Junior Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment;

(v) any Investments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, measured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (II) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant the proviso to Section 9.05(vi); provided , however , that if any Investment pursuant to this clause (v) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided , further , that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more “first-tier” Foreign Subsidiaries to a newly created “first-tier” Foreign Subsidiary shall be permitted);

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(vi) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by a Credit Party to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided , however , that if any Investment pursuant to this clause (vi) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (vi);

(vii) any Investment in securities or other assets, including earnouts not constituting Investment Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale;

(viii) any Investment existing on the Closing Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under this Agreement;

(ix) Hedging Obligations and Secured Bank Product Obligations permitted under Section 9.04(x) ;

(x) any Investment in a Similar Business, an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (x) that are at that time outstanding, not to exceed, as of the date such Investment is made, $20,000,000 (in each case, determined on the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided , however , that if any Investment pursuant to this clause (x) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (x);

(xi) guarantees of Indebtedness permitted under Section 9.04 , performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with Section 9.01 ;

(xii) (i) advances to, or guarantees of Indebtedness of, employees not in excess of $2,000,000 outstanding at any one time, in the aggregate; and (ii) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company;

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(xiii) payments of Indebtedness of Opta Minerals, Inc. concurrently with the sale thereof, solely out of the proceeds of such sale and to the extent required by the sale agreement therefor;

(xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries;

(xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice;

(xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business;

(xvii) Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(xviii) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed, as of the date such Investment is made, the greater of (A) $15,000,000 and (B) 1.20% of Consolidated Total Assets measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date such Investment is made, calculated as of the date such Investment is made (in each case determined as of the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(xix) Investments received in compromise or resolution of litigation, arbitration or other disputes;

(xx) Investments by the Company and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business;

(xxi) any Investment acquired by the Company or any of the Restricted Subsidiaries (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, (ii) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer) or (iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

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(xxii) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company;

(xxiii) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or other assets or purchases of contract rights or licenses or contributions of Intellectual Property, in each case, in the ordinary course of business or consistent with past practice;

(xxiv) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary;

(xxv) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;

(xxvi) Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, to the extent the applicable Restricted Payment is a permitted by Section 9.03 ;

(xxvii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(xxviii) Investments in joint ventures of the Company or any of the Restricted Subsidiaries existing on the Closing Date having an aggregate Fair Market Value not to exceed $10,000,000 at any one time outstanding (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(xxix) Investments made in connection with crop financing and related activities, including advances or loans to growers, (i) in the ordinary course of business or consistent with past practice (which shall not be limited in amount) plus (ii) in an amount having an aggregate Fair Market Value not to exceed $10,000,000 at any one time outstanding (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(xxx) any Investment using the Available Equity Amount Basket.

For purposes of this Section 9.05 , in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (i) through (xxx) above, or is otherwise entitled to be incurred or made pursuant to Section 9.03 , the Company will be entitled to classify (but not reclassify such Investment (or portion thereof) in one or more of such categories set forth above or under Section 9.03 .

9.06. Transactions with Affiliates . Each of the Company and any Restricted Subsidiary shall not make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5,000,000, other than any such Affiliate Transaction on terms that are not materially less favorable to the Company or any such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company such Restricted Subsidiary with an unrelated Person on an arm’s-length basis, except:

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(i) transactions between or among the Company or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction to the extent not prohibited by this Agreement;

(ii) Restricted Payments permitted by Section 9.03 and Investments permitted by Section 9.05 ;

(iii) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable fees, expenses and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current, former or future employees, directors, officers, managers, distributors or consultants of the Company or any of the Restricted Subsidiaries;

(iv) transactions in which the Company or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(v) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Agreement which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(vi) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant;

(vii) payments on Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and the Restricted Subsidiaries and Preferred Stock (cancellation thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant of the Company or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the Company in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with such employees, directors, officers, managers or consultants which, in each case, are approved by the Company in good faith;

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(viii) the pledge of Equity Interests of any Unrestricted Subsidiary;

(ix) payments to or from and transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto);

(x) transactions permitted by, and complying with, the provisions of Section 9.11 ;

(xi) transactions between the Company or any of the Restricted Subsidiaries and any Person, the sole affiliation to the Company or any of the Restricted Subsidiaries of which is that a director of such Person is also a director of the Company; provided , however , that such director abstains from voting as a director of the Company on any matter involving such other Person

(xii) Intellectual Property licenses in the ordinary course of business;

(xiii) any contributions to the common equity capital of the Company; and

(xiv) any agreement or arrangement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date).

9.07. Modifications of Debt Documents, Certificate of Incorporation, By-Laws and Certain Other Agreements, etc . Each of the Company and any Restricted Subsidiary shall not:

(a) amend or modify any provision of the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable) (or any documentation governing any Refinancing Indebtedness in respect thereof) or any documentation governing any other Junior Debt that has an outstanding principal amount at the time of such amendment or modification in excess of the Threshold Amount, to the extent that any such amendment or modification, taken as a whole, would be materially adverse to the interests of the Lenders; or

(b) amend, modify or change its certificate or articles of incorporation (including, without limitation, by the filing or modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents in the relevant jurisdiction), as applicable, to the extent that any such amendment, modification or change, taken as a whole, would be materially adverse to the interests of the Lenders.

9.08. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries .

(a) The Company shall not, and shall not permit any Restricted Subsidiary that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Credit Party to:

(i) (A) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or owned by the Company or any Restricted Subsidiary or (B) pay any Indebtedness owed to any Credit Party;

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(ii) make loans or advances to any Credit Party; or

(iii) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary.

(b) The restrictions in Section 9.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(i) applicable Requirements of Law;

(ii) this Agreement and the other Credit Documents;

(iii) contractual encumbrances or restrictions pursuant to the Second Lien Loan Agreement and the “Collateral Documents” as defined in the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable, and the “Collateral Documents” as defined in the Second Lien Notes Indenture) or in any agreement effecting a refinancing, replacement or substitution thereof and other contractual encumbrances existing on the Closing Date;

(iv) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired;

(v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired;

(vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04 .

(viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture;

(ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business

(x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

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(xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary;

(xii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.04 hereof; provided that, in the judgment of the Company, such incurrence will not materially impair any Credit Party’s ability to make payments under the Obligations when due;

(xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;

(xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any Restricted Subsidiary;

(xv) customary provisions restricting assignment of any agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01 ; and

(xvii) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; or

(xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b) ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

9.09. Business; Fiscal Year .

(a) The Company and the Restricted Subsidiaries, taken as a whole, shall not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Company and the Restricted Subsidiaries, taken as a whole, on the Closing Date and other business activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, such business.

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(b) The Company shall not change its fiscal year; provided that the Company may, upon written notice to, and consent by, the Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

9.10. Negative Pledges .

(a) Each of the Company and any Restricted Subsidiary shall not enter into or permit to exist any Contractual Obligation that restricts in any way the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents, other than pursuant to any intercreditor agreement contemplated by this Agreement.

(b) The restrictions in Section 9.10(a) shall not apply to Contractual Obligations restricting the ability of any Credit Party to grant any Lien on its assets in favor of the Secured Creditors with respect to the Obligations or under the Security Documents that exists under or by reason of:

(i) applicable Requirements of Law;

(ii) this Agreement and the other Credit Documents;

(vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04 .

(viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture;

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(xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any Restricted Subsidiary;

(xv) customary provisions restricting assignment of any agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01 ; and

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9.11. Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Neither the Company nor the U.S. Parent Borrower may consolidate, amalgamate or merge with or into or wind up into (whether or not the Company or the U.S. Parent Borrower, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person, unless:

(i) in the case of any such consolidation, amalgamation, merger, winding up or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets or properties of (A) the Company, the Company is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a Person organized or existing under the Requirements of Law of Canada or any province thereof (such surviving Person being herein called the “ Successor Company ”) or (B) the U.S. Parent Borrower, the U.S. Parent Borrower is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the U.S. Parent Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a Person organized or existing under the law of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Person being herein called the “ Successor U.S. Parent Borrower ”).

(ii) the Successor Company (if other than the Company) or the Successor U.S. Parent Borrower (if other than the U.S. Parent Borrower), as applicable, expressly assumes all the obligations of the Company or the U.S. Parent Borrower, as applicable, under this Agreement and the other applicable Credit Documents pursuant to an assumption agreement hereto or thereto in form reasonably satisfactory to the Administrative Agent;

(iii) immediately after such transaction, no Default or Event of Default exists;

(iv) any Guarantee provided by the Company or the U.S. Parent Borrower, as applicable, shall remain in full force and effect; and

(v) any security interests and Liens granted to the Collateral Agent for the benefit of the Secured Creditors in and on the assets of the Company or the U.S. Parent Borrower, as applicable, shall remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such merger, consolidation, merger, winding up or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets or properties);

(b) Except as permitted by Section 9.04 or otherwise not constituting an Asset Sale, no Credit Party (other than the Company or the U.S. Parent Borrower) may consolidate, amalgamate or merge with or into or wind up into (whether or not such Credit Party, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person, unless:

(i) such Credit Party is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Credit Party) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a Person organized or existing under the law of the jurisdiction of organization of such Credit Party, or, in the case of any such Credit Party that is a Domestic Subsidiary, the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or, in the case of any such Credit Party that is a Canadian Subsidiary, the law of Canada or any province thereof , or, in the case of any such Credit Party that is a Dutch Subsidiary, the law of the Netherlands (such surviving Person, as the case may be, being herein called a “Successor Person”);

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(ii) the Successor Person (if other than such Credit Party) expressly assumes all the obligations of such Credit Party under this Agreement and the other applicable Credit Documents pursuant to an assumption agreement hereto or thereto in form reasonably satisfactory to the Administrative Agent;

(iii) immediately after such transaction, no Default or Event of Default exists;

(iv) any Guarantee provided by such Credit Party shall remain in full force and effect; and

(v) any security interests and Liens granted to the Collateral Agent for the benefit of the Secured Creditors in and on the assets of such Credit Party shall remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such merger, consolidation, merger, winding up or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets or properties);

(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to the Company or any Restricted Subsidiary;

(ii) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to the Company, any Borrower or any Subsidiary Guarantor (or to a Restricted Subsidiary that is not a Subsidiary Guarantor if that Restricted Subsidiary becomes a Subsidiary Guarantor); and

(iii) (x) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in Canada or any province or territory thereof and (y) the U.S. Parent Borrower may merge with an Affiliate of the U.S. Parent Borrower solely for the purpose of reincorporating the U.S. Parent Borrower in the United States, any state thereof, the District of Columbia or any territory thereof, in the case of each of clauses (x) and (y), so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.

(d) Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of any Credit Party in accordance with Section 9.11(a) or (b) , the Successor Company, Successor U.S. Parent Borrower or Successor Person, as applicable, formed by such consolidation or into or with which such Credit Party is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to such Company, such U.S. Parent Borrower or such other Credit Party, as applicable, shall refer instead to the Successor Company, Successor U.S. Parent Borrower or Successor Person, as applicable, and not to such Company, such U.S. Parent Borrower or such other Credit Party, as applicable), and may exercise every right and power of such Company, such U.S. Parent Borrower or such other Credit Party, as applicable, as applicable, under this Agreement with the same effect as if such successor Person had been named as the Company, such U.S. Parent Borrower or such other Credit Party, as applicable, herein; provided that a predecessor Credit Party shall not be relieved from the obligation to pay the Obligations except in the case of a sale, assignment, transfer, conveyance or other disposition of all of such predecessor Credit Party’s assets that meets the requirements of Section 9.11(a) or (b) , as applicable.

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9.12. Financial Covenant . The Company will not permit its Consolidated Fixed Charge Coverage Ratio for any Test Period to be lower than 1.00 to 1.00; provided that such Consolidated Fixed Charge Coverage Ratio will only be tested as of the last day of the Test Period ending immediately prior to the date on which a Financial Covenant Triggering Event shall have occurred and shall continue to be tested as of the last day of each Test Period thereafter until such Financial Covenant Triggering Event is no longer continuing.

9.13. Canadian Pension Plans . No Credit Party shall:

(a) establish, sponsor, maintain, contribute or have any liability or obligation under any Canadian Pension Plan; or

(b) consummate any transaction that would result in any Person not already a Subsidiary becoming a Subsidiary if such Person sponsors, maintains or contributes or has any liability or obligation under one or more Canadian Pension Plans, without the prior consent of the Administrative Agent.

Section 10 Events of Default . Upon the occurrence of any of the following specified events (each, an “ Event of Default ”):

10.01. Payments . Any Borrower shall (i) default in the payment when due of any principal of any Loan or any Note or (ii) default, and such default shall continue unremedied for five or more Business Days, in the payment when due of any interest on any Loan or Note, or any Fees or any other amounts owing hereunder or under any other Credit Document; or

10.02. Representations, etc . Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect (without duplication of any materiality standard set forth in any such representation or warranty) on the date as of which made or deemed made; or

10.03. Covenants . The Company or any Restricted Subsidiary shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Section 8.01(f)(i) , 8.04(a) (as to the existence of the Company), 8.09 , 8.11, 8.15(c) (solely during a Cash Dominion Period) or Section 9 , (ii) fail to deliver a Borrowing Base Certificate required to be delivered pursuant to Section 8.15(a) within five (5) Business Days of the date such Borrowing Base Certificate is required to be delivered (other than during the occurrence of a Weekly Reporting Event, in which case such period shall be two (2) Business Days), (iii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in Sections 10.01 and 10.02 ), and such default shall continue unremedied for a period of 30 days after the earlier of (x) written notice thereof is received by the Company from the Administrative Agent or the Required Lenders or (y) a Responsible Officer of such defaulting party gains knowledge of such default; or

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10.04. Default Under Other Agreements . (i) The Company or any Restricted Subsidiary shall (x) fail to make any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in an instrument or agreement under which such Indebtedness was created or (y) fail to observe or perform any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which failure or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (ii) any Indebtedness (other than the Obligations) of the Company or any Restricted Subsidiary shall be declared to be (or shall become) due and payable prior to the stated maturity thereof; provided that, (A) it shall not be a Default or an Event of Default under this Section 10.04 unless the principal amount of any Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount and (B) the preceding clauses (i) and (ii) of this Section 10.04 shall not apply to (x) Indebtedness that becomes due as a result of a sale, transfer or other disposition (including as a result of a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or other disposition is otherwise permitted hereunder, (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Administrative Agent and the Lenders under Section 10.10 ), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to prepay, defease, repurchase or redeem in the absence of any default thereunder or (z) Indebtedness in respect of any Hedging Agreement that becomes due pursuant to a termination event or equivalent event (other than an event that, pursuant to the terms of such Hedge Agreement, constitutes a default or event of default in accordance with the terms thereof ) under the terms of such Hedging Agreement; or

10.05. Bankruptcy, etc . The Company or any Material Subsidiaries shall, to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “ Bankruptcy Code ”) or commence any analogous case, proceeding, step or procedure under any other Debtor Relief Law of any jurisdiction (including pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or the Insolvency Act of 1986); or an involuntary case or proceeding under the Bankruptcy Code or under any other Debtor Relief Law is commenced against the Company or any Material Subsidiary in any jurisdiction, and the petition or proceeding is not controverted within 30 days, or is not dismissed within 60 days, after commencement of the case or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, interim receiver, receiver-manager, trustee, liquidator, administrator, monitor or similar officer is appointed for, or takes charge of, all or substantially all of the property of the Company or any Material Subsidiary, or there is commenced against the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or the company or any Material Subsidiary is adjudicated, or is deemed for purposes of any applicable Debtor Relief Law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any Material Subsidiary suffers any appointment of any custodian, receiver, interim receiver, receiver-manager, trustee, liquidator, administrator, monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate, limited liability company or similar action is taken by the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

10.06. ERISA; Dutch Works Council Act . (a) An ERISA Event has occurred which has resulted or could reasonably be expected to result in a Material Adverse Effect, (b) a Foreign Pension Plan has failed to comply with, or be funded in accordance with, applicable Requirement of Law which has resulted or could reasonably be expected to result in a Material Adverse Effect, or (c) a Dutch Works Council Act Event has occurred and has resulted or could reasonably be expected to result in a Material Adverse Effect; or

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10.07. Credit Documents . (i) Any Credit Document shall cease to be, or shall be asserted in writing by any Borrower or any Restricted Subsidiary not to be, a legal, valid and binding obligation of any party thereto, other than as a result of acts or omissions by any Administrative Agent, the Collateral Agent or any Lender or upon the occurrence of the Payment in Full Date or (ii) any of the Security Documents shall for any reason cease to be in full force and effect (other than as a result of acts or omissions by any Administrative Agent, the Collateral Agent or any Lender or the satisfaction in full of the Obligations), or shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation (to the extent provided therein), a perfected (or the equivalent with respect to the Canadian Credit Parties and Dutch Credit Parties under applicable Requirements of Law) security interest in, and Lien on, all of the Collateral (other than immaterial Collateral), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (subject to (x) the Collateral and Guarantee Requirement and (y) any Lien permitted by Section 9.01 ), and subject to no other Liens (except as permitted by Section 9.01 ) other than (x) as a result of a release of Collateral permitted under Section 12.12 , (y) as a result of the failure of any Administrative Agent or the Collateral Agent to (1) maintain possession of any stock certificates, promissory notes or other instruments actually delivered to it under the Credit Documents or (2) file initial UCC or PPSA financing statements; provided that it shall not be a Default or Event of Default under this Section 10.07 if the Credit Document or Security Document at issue was not required by virtue of the requirements of the Collateral and Guarantee Requirement to have been executed and delivered by any Credit Party; or

10.08. Guarantees . Any Credit Party Guarantee or any provision thereof shall cease to be in full force or effect as to any Credit Party, or any Guarantor shall deny or disaffirm such Credit Party’s obligations under the Credit Party Guarantee to which it is a party; or

10.09. Judgments . One or more judgments or decrees for the payment of money shall be entered against the Company or any Restricted Subsidiary involving in the aggregate for the Company and any Restricted Subsidiary a liability or liabilities (not paid or fully covered by a reputable and solvent insurance company (as determined in good faith by the Company) and such judgments and decrees either shall be final and non-appealable and not satisfied or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days, and the aggregate amount of all such judgments and decrees for the payment of money (to the extent not paid or fully covered by such insurance company) equals or exceeds the Threshold Amount; or

10.10. Change of Control . A Change of Control shall occur;

then and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent may, and upon the written request of the Required Lenders, shall, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agents, any Lender or the holder of any Note to enforce its claims against any Credit Party ( provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Credit Party, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Revolving Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (iv) enforce each Credit Party Guarantee, (v) terminate, reduce or condition any Revolving Commitment, or make any adjustment to the Borrowing Base and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6.01 are satisfied).

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10.11. Application of Funds . After the exercise of remedies provided for above (or after the Loans have automatically become immediately due and payable and the LC Exposure has automatically been required to be Cash Collateralized as set forth above), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.11 and 2.13(j) , be applied in the following order:

First , to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agents, the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewith (other than in respect of Secured Bank Product Obligations and any Incremental FILO Facility);

Second , to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations and any Incremental FILO Facility);

Third , to interest then due and payable on the Swingline Loans;

Fourth , to the principal balance of the Swingline Loans and Protective Advances outstanding until the same has been prepaid in full;

Fifth , to interest then due and payable on Revolving Loans (other than any Loans under an Incremental FILO Facility) and other amounts due pursuant to Sections 3.01 , 3.02 and 4.01 ;

Sixth , to Cash Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon;

Seventh , to the principal balance of Revolving Borrowings (other than any Loans under an Incremental FILO Facility) then outstanding and all Secured Bank Product Obligations on account of Secured Reserved Hedges with Secured Hedge Banks pro rata;

Eighth , to the payment of all Obligations of the Credit Parties with respect to any Incremental FILO Facility that are then due and payable to the applicable Administrative Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the Lenders and other Secured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;

Ninth , to all Secured Unreserved Hedges, other Secured Bank Product Obligations and other Obligations pro rata; and

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Tenth , the balance, if any, as required by any intercreditor agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns).

Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five (5) Business Days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero.

In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Eighth of this Section 10.11 , the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 10.11 is subject to the provisions of any intercreditor agreement.

Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 10.11 .

Section 11 The Administrative Agent .

11.01. Appointment and Authorization .

(a) Each Lender hereby irrevocably designates and appoints (i) BANA as U.S. Administrative Agent and Collateral Agent for such Lender, Bank of America, N.A. (acting through its Canada Branch) as Canadian Administrative Agent for such Lender and Bank of America, N.A. (acting through its London Branch) as Dutch Administrative Agent for such Lender, (ii) Rabobank Nederland, Canadian Branch and Bank of Montreal as Co-Syndication Agents for such Lender, (iii) JPMorgan Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Rabobank Nederland, Canadian Branch and Bank of Montreal as Joint Lead Arrangers for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. The Co-Syndication Agents, the Documentation Agent and Joint Lead Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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(b) Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent and/or the Collateral Agent to enter into the Lender Loss Sharing Agreement, the Intercreditor Agreement, any other intercreditor agreement (including those contemplated by Section 9.01(vi) ) and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent and/or the Collateral Agent to bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement and any intercreditor agreement, including the Intercreditor Agreement. In addition, (i) each of the Lenders and each Issuing Bank hereby authorizes the Collateral Agent to act as the agent of such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, and (ii) to the extent required under the Requirements of Law of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent and Collateral Agent any required powers of attorney to execute any Security Document governed by the Requirements of Law of such jurisdiction on such Lender’s or Issuing Bank’s behalf.

(c) The provisions of this Section 11 (other than Sections 11.09 and 11.11 ) are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and the Borrowers shall not have rights as a third party beneficiary of any of such provisions.

11.02. Delegation of Duties . The Administrative Agent and the Collateral Agent may execute any of their duties under this Agreement or any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of such Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction.

11.03. Liability of Agents . No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in Section 10 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction in connection with its duties expressly set forth herein, (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder, or (c) 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 Credit Documents that such Agent-Related Person is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents); provided that each of the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent or Collateral Agent to liability or that is contrary to any Credit Document or applicable Requirement of Law. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof.

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11.04. Reliance by the Agents .

(a) Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by such Administrative Agent or Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 5 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.

11.05. Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and Fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent and Collateral Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Section 10 ; provided , however , that unless and until the Administrative Agent or Collateral Agent has received any such direction, the Administrative Agent and Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

11.06. Credit Decision; Disclosure of Information by the Agents . Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Requirements of Law relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers and the other Credit Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

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11.07. Indemnification of the Agents . Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of the such Agent) (to the extent not reimbursed by or on behalf of any Credit Party and without limiting the obligation of any Credit Party to do so), pro rata, and hold harmless each Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of such Agent) from and against any and all Indemnified Liabilities incurred by it; provided , however , that no Lender shall be liable for the payment to any Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of such Agent) of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent’s (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf such Agent) own gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and disbursements of counsel) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the such Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive termination of the Revolving Commitments, the payment of all other Obligations and the resignation of the Agents.

11.08. Administrative Agent and Collateral Agent in Its Individual Capacity . BANA and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Credit Parties and their respective Affiliates as though BANA was not an Administrative Agent or the Collateral Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, BANA or its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Credit Party or such Affiliate) and acknowledge that the Administrative Agents and Collateral Agent shall be under no obligation to provide such information to them. With respect to its Loans, BANA shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Administrative Agent or the Collateral Agent, and the terms “ Lender ” and “ Lenders ” include BANA in its individual capacity.

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11.09. Successor Administrative Agents .

(a) Any Agent may resign upon 30 days’ prior written notice to the Lenders and to the Company. Such Agent may be replaced by the Required Lenders if it or one of its Affiliates shall become a Defaulting Lender. If an Agent under any Subfacility resigns or is replaced, the Agents under the other Subfacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or is replaced under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent or collateral agent, as applicable, for the Lenders under each Subfacility, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (which consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint (if it resigns but not if it is replaced), after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company) , a successor agent from among the Lenders under each Subfacility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the Requirements of Law of the United States or any State thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “U.S. Administrative Agent,” “Canadian Administrative Agent,” “Dutch Administrative Agent,” “Administrative Agent” and/or “Collateral Agent” shall mean such successor agent and the retiring or replaced Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring or replaced Agent’s resignation or replacement hereunder as Agent, the provisions of this Section 11 and Section 12.01 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring or replaced Agent’s notice of resignation or its replacement, the retiring or replaced Agent’s resignation or replacement shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each Issuing Bank under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed).

(b) Any resignation or replacement by BANA as administrative agent pursuant to this Section 11.09 shall also constitute its resignation or replacement as lender of the Swingline Loans under the relevant Subfacility to the extent that BANA is acting in such capacity at such time. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring lender of the Swingline Loans and (ii) the retiring or replaced lender of the Swingline Loans shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents.

(c) For purposes of any Dutch Security Agreement or any other right of pledge governed by Netherlands Requirements of Law, any resignation by the Administrative Agent is not effective with respect to its rights under a Parallel Debt until all rights and obligations under such Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will reasonably cooperate in assigning its rights under the Parallel Debts to any such successor agent and will reasonably cooperate in transferring all rights under any Dutch Security Agreement or any other Security Agreement governed by Netherlands Requirements of Law (as the case may be) to such successor agent.

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11.10. Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.05 and 12.01 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.05 and 12.01 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

11.11. Collateral and Guarantee Matters . The Lenders and the Issuing Banks irrevocably authorize the Administrative Agents and the Collateral Agent, to take any action permitted by Section 12.13 .

Upon request by an Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the applicable Administrative Agent’s or the Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Party Guarantee pursuant to Section 12.13 ; provided that such authorization shall not in any event be or become a condition to the effectiveness of any such release or subordination if the provisions of Section 12.13 are otherwise satisfied.

11.12. Bank Product Providers . Each Secured Bank Product Provider, by delivery of a notice to the Administrative Agent of such agreement, agrees to be bound by this Section 11 . Each such Secured Bank Product Provider shall indemnify and hold harmless Agent-Related Persons, to the extent not reimbursed by the Credit Parties, against all claims that may be incurred by or asserted against any Agent-Related Person in connection with such provider’s Secured Bank Product Obligations.

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11.13. The Collateral Agent . The Collateral Agent and any agent, employee or attorney-in-fact appointed by the “collateral agent” pursuant to Section 11.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the “collateral agent,” shall be entitled to the benefits of all provisions of this Section 11 and Section 12 as though such agent, employee or attorney-in-fact were the “collateral agent” under the Credit Documents, as set forth in full herein with respect thereto.

11.14. Withholding Taxes . To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 4.01 , each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due the Administrative Agent under this Section 11.14 . The agreements in this Section 11.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section 11.14 , the term “Lender” shall include any Issuing Bank and any Swingline Lender.

11.15. Quebec Representative . Without limiting the powers of the Collateral Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the Requirements of Law of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Secured Creditors hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “ Attorney ”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Creditors and Credit Parties. Any person who becomes a Secured Creditor shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Creditor, all actions taken by the Attorney in such capacity. The substitution of the Collateral Agent pursuant to the provisions of this Section 11.15 also constitutes the substitution of the Attorney.

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11.16. Appointment of Collateral Agent as security trustee for UK Security Agreements . For the purposes of any Liens or Collateral created under the UK Security Agreements, the following additional provisions shall apply, in addition to the provisions set out in Section 11 or otherwise hereunder.

(a) In this Section 11.16 , the following expressions shall have the following meanings:

(i) “ Appointee ” shall mean any receiver, administrator or other insolvency officer appointed in respect of any Credit Party or its assets.

(ii) “ Charged Property ” shall mean the assets of the Credit Parties subject to a security interest under the UK Security Agreements.

(iii) “ Delegate ” shall mean any delegate, agent, attorney or co-trustee appointed by the Collateral Agent (in its capacity as security trustee).

(iv) “ UK Security Agreements ” shall mean each security document executed by any Credit Party and governed by English law in favour of the Collateral Agent.

(b) The Secured Creditors appoint the Collateral Agent to hold the security interests constituted by the UK Security Agreements on trust for the Secured Creditors on the terms of the Credit Documents and the Collateral Agent accepts that appointment.

(c) The Collateral Agent, its subsidiaries and associated companies may each retain for its own account and benefit any fee, remuneration and profits paid to it in connection with (i) its activities under the Credit Documents; and (ii) its engagement in any kind of banking or other business with any Credit Party.

(d) Nothing in this Agreement constitutes the Collateral Agent as a trustee or fiduciary of, nor shall the Collateral Agent have any duty or responsibility to, any Credit Party.

(e) The Collateral Agent shall have no duties or obligations to any other person except for those which are expressly specified in the Credit Documents or mandatorily required by applicable law.

(f) The Collateral Agent may appoint one or more Delegates on such terms (which may include the power to sub-delegate) and subject to such conditions as it thinks fit, to exercise and perform all or any of the duties, rights, powers and discretions vested in it by the UK Security Agreements and shall not be obliged to supervise any Delegate or be responsible to any person for any loss incurred by reason of any act, omission, misconduct or default on the part of any Delegate.

(g) The Collateral Agent may (whether for the purpose of complying with any law or regulation of any overseas jurisdiction, or for any other reason) appoint (and subsequently remove) any person to act jointly with the Collateral Agent either as a separate trustee or as a co-trustee on such terms and subject to such conditions as the Collateral Agent thinks fit and with such of the duties, rights, powers and discretions vested in the Collateral Agent by the UK Security Agreements as may be conferred by the instrument of appointment of that person.

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(h) The Collateral Agent shall notify the Lenders of the appointment of each Appointee (other than a Delegate).

(i) The Collateral Agent may pay reasonable remuneration to any Delegate or Appointee, together with any costs and expenses (including legal fees) reasonably incurred by the Delegate or Appointee in connection with its appointment. All such remuneration, costs and expenses shall be treated, for the purposes of this Agreement, as paid or incurred by the Collateral Agent.

(j) Each Delegate and each Appointee shall have every benefit, right, power and discretion and the benefit of every exculpation (together “ Rights ”) of the Collateral Agent (in its capacity as security trustee) under the UK Security Agreements, and each reference to the Collateral Agent (where the context requires that such reference is to the Collateral Agent in its capacity as security trustee) in the provisions of the UK Security Agreements which confer Rights shall be deemed to include a reference to each Delegate and each Appointee.

(k) Each Secured Creditor confirms its approval of the UK Security Agreements and authorizes and instructs the Collateral Agent: (i) to execute and deliver the UK Security Agreements; (ii) to exercise the rights, powers and discretions given to the Collateral Agent (in its capacity as security trustee) under or in connection with the UK Security Agreements together with any other incidental rights, powers and discretions; and (iii) to give any authorizations and confirmations to be given by the Collateral Agent (in its capacity as security trustee) on behalf of the Secured Creditors under the UK Security Agreements.

(l) The Collateral Agent may accept without inquiry the title (if any) which any person may have to the Charged Property.

(m) Each other Secured Creditor confirms that it does not wish to be registered as a joint proprietor of any security interest constituted by a UK Security Agreement and accordingly authorizes: (a) the Collateral Agent to hold such security interest in its sole name (or in the name of any Delegate) as trustee for the Secured Creditors; and (b) the Land Registry (or other relevant registry) to register the Collateral Agent (or any Delegate or Appointee) as a sole proprietor of such security interest.

(n) Except to the extent that a UK Security Agreement otherwise requires, any moneys which the Collateral Agent receives under or pursuant to a UK Security Agreement may be: (a) invested in any investments which the Collateral Agent selects and which are authorized by applicable law; or (b) placed on deposit at any bank or institution (including the Collateral Agent) on terms that the Collateral Agent thinks fit, in each case in the name or under the control of the Collateral Agent, and the Collateral Agent shall hold those moneys, together with any accrued income (net of any applicable Tax) to the order of the Lenders, and shall pay them to the Lenders on demand.

(o) On a disposal of any of the Charged Property which is permitted under the Credit Documents, the Collateral Agent shall (at the cost of the Credit Parties) execute any release of the UK Security Agreements or other claim over that Charged Property and issue any certificates of non-crystallisation of floating charges that may be required or take any other action that the Collateral Agent considers desirable.

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(p) The Collateral Agent shall not be liable for:

(i) any defect in or failure of the title (if any) which any person may have to any assets over which security is intended to be created by a UK Security Agreement;

(ii) any loss resulting from the investment or deposit at any bank of moneys which it invests or deposits in a manner permitted by a UK Security Agreement;

(iii) the exercise of, or the failure to exercise, any right, power or discretion given to it by or in connection with any Credit Document or any other agreement, arrangement or document entered into, or executed in anticipation of, under or in connection with, any Credit Document; or

(iv) any shortfall which arises on enforcing a UK Security Agreement.

(q) The Collateral Agent shall not be obligated to:

(i) obtain any authorization or environmental permit in respect of any of the Charged Property or a UK Security Agreement;

(ii) hold in its own possession a UK Security Agreement, title deed or other document relating to the Charged Property or a UK Security Agreement;

(iii) perfect, protect, register, make any filing or give any notice in respect of a UK Security Agreement (or the order of ranking of a UK Security Agreement), unless that failure arises directly from its own gross negligence or willful misconduct; or

(iv) require any further assurances in relation to a UK Security Agreement.

(r) In respect of any UK Security Agreement, the Collateral Agent shall not be obligated to: (i) insure, or require any other person to insure, the Charged Property; or (ii) make any enquiry or conduct any investigation into the legality, validity, effectiveness, adequacy or enforceability of any insurance existing over such Charged Property.

(s) In respect of any UK Security Agreement, the Collateral Agent shall not have any obligation or duty to any person for any loss suffered as a result of: (i) the lack or inadequacy of any insurance; or (ii) the failure of the Collateral Agent to notify the insurers of any material fact relating to the risk assumed by them, or of any other information of any kind, unless Required Lenders have requested it to do so in writing and the Collateral Agent has failed to do so within fourteen (14) days after receipt of that request.

(t) Every appointment of a successor Collateral Agent under a UK Security Agreement shall be by deed.

(u) Section 1 of the Trustee Act 2000 (UK) shall not apply to the duty of the Collateral Agent in relation to the trusts constituted by this Agreement.

(v) In the case of any conflict between the provisions of this Agreement and those of the Trustee Act 1925 (UK) or the Trustee Act 2000 (UK), the provisions of this Agreement shall prevail to the extent allowed by law, and shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000 (UK).

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(w) The perpetuity period under the rule against perpetuities if applicable to this Agreement and any UK Security Agreement shall be 80 years from the date of this Agreement.]

11.17. Authorization to Take Action Regarding Dutch Pledges . The Administrative Agent is hereby authorized by the Lenders which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create the rights of pledge governed by the laws of the Netherlands for the benefit of the Secured Creditors, including the Dutch Security Agreements. Without prejudice to the provisions of this Agreement and the other Credit Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Dutch Credit Parties and any other Person providing security under a Dutch Security Agreement as will be described in the Parallel Debt(s), including that any payment received by the Administrative Agent in respect of the Parallel Debt(s) will be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations.

Section 12 Miscellaneous .

12.01. Payment of Expenses, etc .

(a) The Credit Parties hereby jointly and severally agree to: (i) pay all reasonable and documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead Arrangers and Issuing Banks (without duplication) limited, in the case of legal fees, to the reasonable fees and disbursements of one primary counsel in each of the U.S., Canada, the U.K. and the Netherlands, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the case of conflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers (without duplication) in connection with their syndication efforts with respect to this Agreement, (C) of the Agents in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (D) of the Agents in connection with Collateral monitoring, Collateral reviews and Appraisals and Field Examinations (limited, as set forth in Section 8.15) ; and (ii) indemnify each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and their respective Affiliates and branches, and the officers, directors, employees, controlling persons, agents, advisors and other representatives of each of the foregoing (each, an “ Indemnified Person ”) from and hold each of them harmless against any and all liabilities (including Environmental Liabilities), losses, damages, claims and expenses to which any such Indemnified Person may become subject, in each case arising out of or in connection with (w) any claim, litigation, investigation or proceeding relating to the Credit Documents, (x) any use or proposed use of proceeds hereunder and any of the other transactions contemplated hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, disbursements and other charges of counsel (limited to one firm of counsel for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict has retained its own counsel, another firm of counsel for such affected Indemnified Person) and, to the extent required, one firm of local counsel in each relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any of the foregoing (collectively, the “ Indemnified Liabilities ”); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, damages, claims and expense to the extent that (x) such liability, loss, damage, claim or expense resulted from the gross negligence, willful misconduct or bad faith of such Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective officers, directors, employees, controlling persons, agents, advisors and other representatives, as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives of the obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (z) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent fulfilling their respective roles as an Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the extent the exception set forth in clause (x) of the immediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim.

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(b) (i) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, willful misconduct or bad faith on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment) and (ii) no Agent, Indemnified Person or Credit Party or any Subsidiary or Affiliate thereof shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this clause (b)(ii) shall limit the Credit Parties’ indemnification obligations pursuant to clause (a) above to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification under clause (a) above.

12.02. Right of Setoff . In addition to any rights now or hereafter granted under applicable Requirements of Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Administrative Agent and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, in whatever currency) (other than accounts used exclusively for payroll, payroll taxes, fiduciary and trust purposes, and employee benefits) and any other Indebtedness (in whatever currency) at any time held or owing by such Administrative Agent or such Lender (including, without limitation, by branches and agencies of such Administrative Agent or such Lender wherever located) to or for the credit or the account of the Company or any Restricted Subsidiaries against and on account of the Obligations of the Credit Parties that are at such time due and owing to such Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents.

12.03. Notices .

(a) Except as otherwise expressly provided herein or in any other Credit Document, all notices and other communications provided for hereunder shall be in writing (including electronic communication) and mailed, or delivered: (x) if to any Credit Party, c/o SunOpta Inc., 2233 Argentia Road, Suite 401, Mississauga, Ontario L5N 2X7, Attention: Rick Albert, Treasurer, (email: rick.albert@sunopta.com); and (y) if to any Lender, at its address specified in writing to the Administrative Agent, at the Notice Office; or, (z) if to any Administrative Agent or the Collateral Agent, at the addresses set forth in Schedule 12.03 and at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall, when mailed, sent by electronic transmission or sent by overnight courier, be effective five (5) Business Days after deposit in the mails, one (1) Business Day after delivery to the overnight courier, or when received in the case of electronic transmission, except that notices and communications to the Administrative Agents and the Credit Parties shall not be effective until received by the applicable Administrative Agent or the Company, as the case may be.

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(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent and the Company may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

12.04. Benefit of Agreement; Assignments; Participations, etc .

(a) This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Agents, the Lenders, the Issuing Banks and their respective successors and permitted assigns, (a) except as otherwise set forth herein or in any other Credit Document, no Borrower shall have the right to assign its rights or delegate its obligations under any Credit Documents; and (b) except that any assignment, transfer, participation or other disposition by a Lender of its rights and obligations under this Agreement or the other Credit Documents must be made in compliance with this Section 12.04 . The Administrative Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with this Section 12.04 . Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee, participant or assignee of such Lender.

(b) A Lender may assign to an Eligible Assignee any of its rights and obligations under the Credit Documents, as long as (a) in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Administrative Agent and the Company in their reasonable discretion) and integral multiples of $100,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Administrative Agent and the Company in their reasonable discretion); and (c) except as otherwise provided in Section 3.04 , the parties to each such assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent for acceptance and recording. For the avoidance of doubt, there is no prohibition on assignments of Loans or Commitments under one Subfacility without a pro rata assignment of Loans or Commitments under the other Subfacilities. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Credit Documents to secure obligations of such Lender to a Federal Reserve Bank; provided , however , that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledge or assignee for such Lender as a party hereto.

(c) Upon delivery to the Administrative Agent of an assignment notice in the form of Exhibit I and a processing fee of $3,500 (unless otherwise agreed by the Administrative Agent in its discretion or otherwise not payable due to the operation of Section 3.04 ), the assignment shall become effective as specified in the notice, if it complies with this Section 12.04 . From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Credit Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, the Administrative Agent and the Company shall make appropriate arrangements for issuance of replacement and/or new Notes, if applicable, but the Company shall have no obligation to issue any new Notes unless and until the Note of the transferor Lender shall have been returned to, and cancelled by, the Company or a lost note affidavit reasonably satisfactory to the Company has been obtained. The transferee Lender shall comply with Section 4 and deliver, upon request, an administrative questionnaire satisfactory to the Administrative Agent.

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(d) No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person. The Administrative Agent has no obligation to determine whether any assignee is permitted under the Credit Documents. Except as otherwise set forth in Section 3.04 , any assignment by a Defaulting Lender shall be effective only if there is concurrent satisfaction of all outstanding obligations of the Defaulting Lender under the Credit Documents in a manner reasonably satisfactory to the Administrative Agent and the Company, including payment by the Eligible Assignee or Defaulting Lender to the Administrative Agent of an aggregate amount sufficient upon distribution (through direct payment, purchases of participations or other methods acceptable to the Administrative Agent) to satisfy all funding and payment liabilities of the Defaulting Lender. Except as otherwise set forth in Section 3.04 , if assignment by a Defaulting Lender occurs (by operation of law or otherwise) without compliance with the foregoing sentence, the assignee shall be deemed a Defaulting Lender for all purposes until compliance occurs.

(e) The Administrative Agent, acting as a non-fiduciary agent of the Borrowers (solely for tax purposes), shall maintain (a) a copy (or electronic equivalent) of each Assignment and Assumption Agreement delivered to it, and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, interest and LC Obligations owing to, each Lender. Entries in the register shall be conclusive, absent manifest error, and Borrowers, the Administrative Agents and Lenders shall treat each Person recorded in such register as a Lender for all purposes under the Credit Documents, notwithstanding any notice to the contrary. The Administrative Agent may choose to show only one Borrower as the borrower in the register, without any effect on the liability of any Credit Party with respect to the Obligations. The register shall be available for inspection by the Borrowers and, solely with respect to its own Loans and Commitments, any Lender, from time to time upon reasonable notice.

(f) Subject to this Section 12.04 , any Lender may sell to a financial institution (“ Participant ”) a participating interest in the rights and obligations of such Lender under any Credit Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Credit Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by the Borrowers shall be determined as if it had not sold such participating interests, and the Borrowers and the Administrative Agents shall continue to deal solely and directly with such Lender in connection with the Credit Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Credit Documents, and the Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant.

(g) The Credit Parties agree that each Participant shall be entitled to the benefits of Sections 3.01 , 3.02 and 4.01 (subject to the requirements and limitations of such Sections and Section 3.04 ) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b) ; provided that a Participant shall not be entitled to receive any greater payment under Sections 3.01 , 3.02 or 4.01 hereof than the applicable Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless (x) the sale of the participating interest to such Participant is made with the Company’s prior written consent (which consent shall not be unreasonably withheld) or (y) such entitlement to receive a greater payment results from a change in any Requirement of Law occurring after the sale of the participation takes place.

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(h) Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of a Credit Document other than that which requires the consent of all Lenders or each affected Lender.

(i) Each Lender that sells a participation shall, acting as a non-fiduciary agent of the Borrowers (solely for Tax purposes), maintain a register in which it enters the Participant’s name, address and interest in Commitments, Loans (and stated interest) and LC Obligations. Entries in the register shall be conclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any information in such register except to the extent necessary to establish that a Participant’s interest is in registered form under the Code and Treasury Regulations.

12.05. No Waiver; Remedies Cumulative . No failure or delay on the part of the Administrative Agents, the Collateral Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrowers or any other Credit Party and the Administrative Agents, the Collateral Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agents, the Collateral Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agents, the Collateral Agent or any Lender to any other or further action in any circumstances without notice or demand.

12.06. [Reserved] .

12.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL .

(a) THIS AGREEMENT (EXCEPT FOR SECTION 11.15 , WHICH SHALL BE GOVERNED BY THE LAWS OF QUEBEC) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY TO THIS AGREEMENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK COUNTRY OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY CREDIT DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.03 . A FINAL JUDGMENT IN ANY PROCEEDING OF ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENT OF LAW. NOTWITHSTANDING THE FOREGOING AND FOR FURTHER CERTAINTY, NOTHING IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING SOLELY TO THE CREDIT PARTY GUARANTEE AGAINST ANY CANADIAN CREDIT PARTY IN A CANADIAN COURT.

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(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

12.08. Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.

12.09. Headings Descriptive . The headings of the several Sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

12.10. Amendment or Waiver; etc .

(a) Except as otherwise set forth in this Agreement or any other Credit Document, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), the Credit Party Guarantee, the Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided that no such change, waiver, discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly affected thereby, extend the Maturity Date of any Revolving Commitment or increase the Revolving Commitments of any Lender over the amount thereof then in effect, or reduce the rate or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) release all or substantially all of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) release all or substantially all of the value of the Credit Party Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iv) reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (v) amend, modify or waive any pro rata sharing provision of Section 2.10 , the payment waterfall provision of Section 10.11 , or any provision of this Section 12.10(a) (except for amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date and amendments to effect the provisions of Sections 2.15 , 2.19 or 2.21 (including amendments of Section 12.10(a) to add Class votes for the benefit of any Incremental FILO Facility)), in each case, without the prior written consent of each Lender, (vi) reduce the percentage specified in the definitions of “Required Lenders” or “Supermajority Lenders” without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), (vii) reduce the percentage specified in the definition of “North American Minimum Requirement” without the prior written consent of each Lender, (viii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender or (ix) contractually subordinate the Obligations without the consent of each Lender; provided , further , that no such change, waiver, discharge or termination shall (1) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 11 or any other provision as same relates to the rights or obligations of such Agent, (2) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (3) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (4) without the prior written consent of the Supermajority Lenders, change the definition of the terms “U.S. Borrowing Base,” “Canadian Borrowing Base,” “Dutch Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts”, “Eligible In-Transit Inventory”, “Eligible Insured and Letter of Credit Backed Accounts”, “Eligible Inventory”, “Eligible Equipment” and “Eligible Fee-Owned Real Estate”) if, as a result of such change, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein or (5) without the prior written consent of each Lender, increase the percentages set forth in the terms “Canadian Borrowing Base,” “Dutch Borrowing Base” and “U.S. Borrowing Base”.

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(b) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i) through (viii), inclusive, of the first proviso to Section 12.10(a) , the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 3.04 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments and/or repay the outstanding Revolving Loans of such Lender in accordance with Section 3.04 ; provided that, unless the Commitments that are terminated, and Revolving Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided , further , that in any event the Company shall not have the right to replace a Lender, terminate its Commitments or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 12.10(a) .

(c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.10 , the Borrowers, the Administrative Agents, the Collateral Agent and each Lender providing the relevant Revolving Commitment Increase may (i), in accordance with the provisions of Section 2.15 , enter into an Incremental Revolving Commitment Agreement, and (ii) in accordance with the provisions of Section 2.19 , enter into an Extension Amendment and, in each case, make any changes to this Agreement (including amendments to this Section 12.10 to add Class votes for the benefit of any Incremental FILO Facility) in order to effect the provisions of such Sections as permitted by such Sections; provided that after the execution and delivery by the Borrowers, the Administrative Agents, the Collateral Agent and each such Lender may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 12.10 .

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(d) Without the consent of any other Person, the applicable Credit Party or Credit Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Creditors, or as required by local Requirements of Law to give effect to, or protect any security interest for the benefit of the Secured Creditors, in any property or so that the security interests therein comply with applicable Requirements of Law.

(e) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable Requirements of Law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Supermajority Lenders” and “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender and (ii) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender.

(f) Further, notwithstanding anything to the contrary contained in this Section 12.10 , if following the Closing Date, the Administrative Agent and any Credit Party shall have jointly identified an any error, ambiguity, omission, defect or inconsistency, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision by an agreement in writing (including, without limitation any amendment, supplement or waiver to this Agreement, any Security Document, any guarantee, any intercreditor agreement or any related document executed by any Credit Party or any other Subsidiary of the Company in connection with this Agreement or any other Credit Document if such amendment, supplement or waiver is delivered in order to cause this Agreement or such Security Agreement, guarantee, intercreditor agreement or related document, as applicable, to be consistent with this Agreement and the other Credit Documents) and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

(g) Notwithstanding the foregoing, (A) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of an Incremental FILO Facility to effect the provisions of Section 2.15 or, the provision of any Revolving Commitment Increase or otherwise to effect the provisions of Section 2.15 , 2.19 , 2.20 or 2.21 or to update Schedule 1.01D after any Fixed Asset Reappraisal Event as described in the definitions of the terms “Canadian Borrowing Base” and “U.S. Borrowing Base” and (B) the Company, the Administrative Agents, the Collateral Agent and the other Credit Parties may, without the input or consent of the other Lenders, (i) negotiate the form of any Mortgage or other Security Document as may be necessary or appropriate in the opinion of the Administrative Agent and the Company (x) in connection with any Additional Account Security Action or Additional Inventory Security Action, (y) to comply with the Collateral and Guarantee Requirement or (z) to otherwise comply with this Agreement, (ii) execute, deliver and perform any new Security Document or intercreditor agreement or amendment to any Security Document or intercreditor agreement or enter into any amendment to the Security Documents or intercreditor agreement as may be necessary or appropriate in the opinion of the Administrative Agent and the Company (x) in connection with any Additional Account Security Action or Additional Inventory Security Action, (y) to comply with the Collateral and Guarantee Requirement or (z) otherwise comply with this Agreement and (iii) terminate any Security Document not required by the Collateral and Guarantee Requirement.

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(h) To the extent notice has been provided to the Administrative Agent pursuant to Section 2.15 with respect to any new financial maintenance covenant or any more restrictive financial maintenance covenant, this Agreement shall be automatically and without further action on the part of any Person hereunder and notwithstanding anything to the contrary in this Section 12.10 deemed modified to include such financial maintenance covenant or such more restrictive financial maintenance covenant on the date of the Incurrence of the applicable Indebtedness to the extent required by the terms of such section.

12.11. Survival . All indemnities set forth herein including, without limitation, in Sections 3.01 , 3.02 , 4.01 , 11.07 and 12.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.

12.12. Domicile of Loans . Each Lender may transfer and carry its Revolving Loans at, to or for the account of any office, branch, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 12.12 would, at the time of such transfer, result in increased costs under Section 3.01 or 4.01 from those being charged by the respective Lender prior to such transfer, then the Borrowers shall not be obligated to pay such increased costs (although the Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer).

12.13. Release of Collateral or Guarantors .

(a) The Agents, the Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other disposition of such Collateral (including as part of or in connection with any other sale, transfer or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Administrative Agents and Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by a Person that is not a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.10 ), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee, (vi) as required by Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) upon the request of the Company, any asset or property of any Credit Party included in the Collateral to the extent such asset or property is not required by the Collateral and Guarantee Requirement to be included in the Collateral, so long as upon the release of the Collateral Agent’s Lien on such asset or property, such property or asset is no longer included in the Borrowing Base and the Company shall continue to be in compliance with the Collateral and Guarantee Requirement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Agents, the Lenders and the Issuing Banks hereby irrevocably agree that each Guarantor shall be released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agents and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or any Issuing Bank. Any representation, warranty or covenant contained in any Credit Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.

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(b) Upon the occurrence of the Payment in Full Date, upon request of the Company, the Administrative Agents and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Creditor) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under, and terminate, any Credit Document, whether or not on the date of such release and termination there may be any (i) Secured Bank Product Obligations or (ii) any contingent indemnification obligations or other contingent obligations not then due and payable. Any such release and termination of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

12.14. Confidentiality .

(a) Each Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender and Issuing Bank agrees to maintain the confidentiality of the Information and not to use or disclose such Information, except that each Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender and Issuing Bank may disclose the Information (i) to its Affiliates and its and its Affiliates’ respective officers, directors, employees, legal counsel, independent auditors and other experts, advisors or agents who need to know such information in connection with this Agreement and are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this Section 12.14 (or language substantially similar to this Section 12.14 ) (with each such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender and Issuing Bank, to the extent such Person is within its control, responsible for such Person’s compliance with this Section 12.14 ), (ii) to the extent such Information becomes publicly available other than by reason of disclosure by any Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank or, in each case, its Affiliates or any of its or their respective officers, directors, employees, legal counsel, independent auditors or other experts, advisors or agents in violation of this Section 12.14 or any similar confidentiality agreement binding on such Person, (iii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding or otherwise as required by applicable law or compulsory legal process (in which case such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank, as applicable, agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority) to inform the Company promptly thereof prior to disclosure thereof to the extent practicable and not prohibited by applicable law), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank, as applicable, or its Affiliates (in which case, such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank, as applicable, agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority) to inform the Company promptly thereof prior to disclosure thereof to the extent practicable and not prohibited by applicable law), (v) to the extent such Information is received by the such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank from a third party that is not, to the knowledge of such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank (as applicable), subject to contractual or fiduciary confidentiality obligations owing to the Company, its Subsidiaries or their respective Affiliates or its or their respective officers, directors, employees, legal counsel, independent auditors and other experts, advisors or agents or to the extent such Information is developed independently by such Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank without the use of confidential information in violation of this Section 12.14 , (vi) to (A) any assignee or Participant in, or prospective assignee or Participant, any of its rights and obligations under this Agreement or (B) any prospective or actual counterparty (or such counterparty’s affiliates and its and their respective officers, directors, employees, legal counsel, independent auditors or other experts, advisors or agents) in any swap, derivative or other transaction under which the payments are to be made by reference to the Borrowers and their obligations, the Agreement or payments hereunder; provided that in each case of clauses (A) and (B), the relevant Person is advised of and agrees to be bound by the provisions of this Section 12.14 or other provisions at least as restrictive as this Section 12.14 , (vii) for purposes of establishing a “due diligence” defense under applicable federal securities law or (viii) with the prior written consent of the Company. For purposes of this Section 12.14 , “ Information ” shall mean all information furnished by or on behalf of the Company and its Subsidiaries relating to the Company or its Subsidiaries or any of their businesses, other than any such information that is publicly available to any Agent, any Joint Lead Arranger, any Co-Syndication Agent, Documentation Agent, any Lender or any Issuing Bank prior to disclosure by or on behalf of the Company and its Subsidiaries other than as a result of a breach of this Section 12.14 or similar obligation of confidentiality, including, without limitation, information delivered pursuant to Section 8.01 .

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12.15. USA Patriot Act Notice . Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act Title III of Pub. 107-56 (signed into law October 26, 2001 and amended on March 9, 2009) (the “ Patriot Act ”) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” policies, regulations, laws or rules and Anti-Terrorism Laws, it is required to obtain, verify, and record information that identifies the Borrowers and each Subsidiary Guarantor, which information includes the name of each Credit Party and other information that will allow such Lender to identify the Credit Party in accordance therewith, and each Credit Party agrees to provide such information from time to time to any Lender.

12.16. Waiver of Sovereign Immunity . Each of the Credit Parties, in respect of itself, its Subsidiaries, its process agents and its properties and revenues, hereby irrevocably agrees that, to the extent that the Borrowers, or any of their respective Subsidiaries or any of their properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon the Loans or any Credit Document or any other liability or obligation of the Borrowers, or any of their respective Subsidiaries related to or arising from the transactions contemplated by any of the Credit Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Borrowers, for themselves and on behalf of their respective Subsidiaries, hereby expressly waive, to the fullest extent permissible under applicable law, any such immunity, and agree not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, the Company further agrees that the waivers set forth in this Section 12.16 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and other applicable Requirements of Law and are intended to be irrevocable for purposes of such Act and such other applicable Requirements of Law.

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12.17. Canadian Anti-Money Laundering Legislation . If the Administrative Agent has ascertained the identity of any Canadian Credit Party or any authorized signatories of any Canadian Credit Party for the purposes of the PCMLTFA and other applicable Anti-Terrorism Laws and “know your client” policies or Requirements of Law and such other Anti-Terrorism Laws applicable in Canada, as well as all applicable “know your client” policies or Requirements of Law, collectively, including any guidelines or orders thereunder, “ AML Legislation ”), then the Administrative Agent:

(a) shall be deemed to have done so as an agent for each Lender and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and

(b) shall provide to the Lenders, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Administrative Agent has no obligation to ascertain the identity of the Canadian Credit Parties or any authorized signatories of the Canadian Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Canadian Credit Party or any such authorized signatory in doing so.

12.18. Absence of Fiduciary Relationship . Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, (i) none of the Joint Lead Arrangers, the Co-Syndication Agents, the Documentation Agent or any Lender shall, solely by reason of this Agreement or any other Credit Document, have any fiduciary, advisory or agency relationship or duty in respect of any Lender or any other Person and (ii) the Borrowers hereby agree not to assert any claims they may have against any Joint Lead Arranger, any Co-Syndication Agent, the Documentation Agent or any Lender for breach of fiduciary duty or alleged breach of fiduciary duty in connection with such Persons serving in such capacities under this Agreement and the other Credit Documents. Each Agent, Lender and their Affiliates may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their Affiliates.

12.19. Electronic Signatures . The words “execution,” “signed,” “signature,” and words of like import in any Credit Document 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 record keeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state law based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided , further , that the Administrative Agent expressly agrees to accept any facsimile or other electronic transmission (i.e. “pdf” or “tif”) of any manually executed signature page to this Agreement, any other Credit Document or any notice, certificate or other document delivered in connection therewith.

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12.20. Judgment Currency . If, for purposes of obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Credit Document (“ Agreement Currency ”) into another currency, the rate of exchange used shall be the Spot Rate for conversion into Dollars or, for conversion into another currency, the Spot Rate for the purchase of the Agreement Currency with such other currency through the Administrative Agent’s principal foreign exchange trading office for the other currency during such office’s preceding Business Day. Notwithstanding any judgment in a currency (“ Judgment Currency ”) other than the Agreement Currency, a Credit Party shall discharge its obligation in respect of any sum due under a Credit Document only if, on the Business Day following receipt by the Administrative Agent of payment in the Judgment Currency, the Administrative Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent and Lenders against such loss. If the purchased amount is greater than the sum originally due, the Administrative Agent shall return the excess amount to such Credit Party (or to the Person legally entitled thereto).

12.21. Dutch Credit Party Representation . If any Dutch Credit Party is represented by an attorney in connection with the signing and/or execution of this Agreement (including by way of accession to this Agreement) or any other agreement, deed or document referred to in or made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other parties to this Agreement that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the law of the Netherlands.

12.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) 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

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

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

(ii) 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 Credit 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.

Section 13 Credit Party Guarantee .

13.01. The Guarantee . In order to induce the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as follows: until the Payment in Full Date, each Credit Party hereby unconditionally and irrevocably guarantees (other than its own Obligations) as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations to the Guaranteed Creditors. If any or all of the Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such Obligations to the Administrative Agents and/or the other Guaranteed Creditors or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Obligations. This Credit Party Guarantee is a guarantee of payment and not of collection. Until the Payment in Full Date, this Credit Party Guarantee is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guarantee or any other instrument evidencing any liability of any Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee until the Payment in Full Date.

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13.02. Bankruptcy . Additionally, each Credit Party unconditionally and irrevocably guarantees the payment of any and all of its Obligations to the Guaranteed Creditors whether or not due or payable by any Guaranteed Party upon the occurrence of any of the events specified in Section 10.05 , and irrevocably and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in the currency in which the obligation was originally denominated.

13.03. Nature of Liability . The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and independent of any security for or other guarantee of the Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Guaranteed Party or by any other party, or (b) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other party as to the Obligations, or (c) any payment on or in reduction of any such other guarantee or undertaking (other than in connection with the Payment in Full Date), or (d) any dissolution, termination or increase, decrease or change in personnel by any Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Obligations which any such Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 13.05 , or (g) any invalidity, irregularity or enforceability of all or any part of the Obligations or of any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization, arrangement, moratorium, winding up or other debtor relief proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party in respect of the Obligations or a Credit Party in respect of this Credit Party Guarantee or the Obligations other than the occurrence of the Payment in Full Date.

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13.04. Independent Obligation . The obligations of each Credit Party hereunder are independent of the obligations of any other guarantor, any other party or any Guaranteed Party, and a separate action or actions may be brought and prosecuted against any Credit Party (and solely with respect to a Canadian Credit Party relating to the Credit Party Guarantee, may be brought and prosecuted in a Canadian court) whether or not action is brought against any other guarantor, any other party or any Guaranteed Party and whether or not any other guarantor, any other party or any Guaranteed Party be joined in any such action or actions. Each Credit Party waives, in its capacity as a Guarantor, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Guaranteed Party or other circumstance which operates to toll any statute of limitations as to such Guaranteed Party shall operate to toll the statute of limitations as to the relevant Credit Party.

13.05. Authorization . To the fullest extent permitted under all law, each Credit Party authorizes the Guaranteed Creditors without notice or demand, and without affecting or impairing its liability hereunder, from time to time to:

(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase, accelerate or alter, any of the Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Credit Party Guarantee shall apply to the Obligations as so changed, extended, renewed or altered;

(b) take and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c) exercise or refrain from exercising any rights against any Guaranteed Party, any other Credit Party or others or otherwise act or refrain from acting;

(d) release or substitute any one or more endorsers, guarantors, any Guaranteed Party, other Credit Parties or other obligors;

(e) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Guaranteed Party to its creditors other than the Guaranteed Creditors;

(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of any Guaranteed Party to the Guaranteed Creditors regardless of what liability or liabilities of such Guaranteed Party remain unpaid;

(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Credit Document, any Secured Bank Product Obligation or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Credit Document, any Secured Bank Product Obligation or any of such other instruments or agreements; and/or

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(h) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of such Credit Party from its liabilities under this Credit Party Guarantee.

13.06. Reliance . It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of any Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on their behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

13.07. Subordination . Any indebtedness of any Guaranteed Party now or hereafter owing to any Credit Party is hereby subordinated to the Obligations of such Guaranteed Party owing to the Guaranteed Creditors; and if the Administrative Agent so requests at a time when an Event of Default is then continuing, all such indebtedness of such Guaranteed Party to such Credit Party shall be collected, enforced and received by such Credit Party for the benefit of the Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the Obligations of such Guaranteed Party to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of any Credit Party under the other provisions of this Credit Party Guarantee. Without limiting the generality of the foregoing, each Credit Party hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Credit Party Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Obligations have been irrevocably paid in full in cash.

13.08. Waiver .

(a) Each Credit Party waives any right (except as shall be required by applicable law and cannot be waived) to require any Guaranteed Creditor to (i) proceed against any Guaranteed Party, any other guarantor or any other party, or against a Canadian Credit Party relating solely to the Credit Party Guarantee in a Canadian court, (ii) proceed against or exhaust any security held from any Guaranteed Party, any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. For purposes of the law of the Province of Quebec, if applicable, each Credit Party waives, in its capacity as a Guarantor, the benefits of division and discussion. Each Credit Party waives any defense (except as shall be required by applicable law and cannot be waived) based on or arising out of any defense of any Guaranteed Party, any other guarantor or any other party, other than payment of the Obligations to the extent of such payment, based on or arising out of the disability of any Guaranteed Party, any other guarantor or any other party, or the validity, legality or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Guaranteed Party other than payment of the Obligations to the extent of such payment. The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors may have against any Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent the Obligations have been paid. Each Credit Party waives, to the fullest extent permitted under law, any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Credit Party against any Guaranteed Party or any other party or any security.

(b) Each Credit Party waives, to the fullest extent permitted under law, all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Credit Party Guarantee, and notices of the existence, creation or incurring of new or additional Obligations. Each Credit Party assumes all responsibility for being and keeping itself informed of each Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which such Credit Party assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to advise any Credit Party of information known to them regarding such circumstances or risks.

-209-

13.09. Maximum Liability . It is the desire and intent of each Credit Party and the Guaranteed Creditors that this Credit Party Guarantee shall be enforced against such Credit Party to the fullest extent permissible under all law and public policies applied in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Credit Party under this Credit Party Guarantee shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable federal, state, provincial or foreign law relating to fraudulent conveyances or transfers), then the amount of such Credit Party’s obligations under this Credit Party Guarantee shall be deemed to be reduced and such Credit Party shall pay the maximum amount of the Obligations which would be permissible under applicable law.

13.10. Payments . All payments made by a Credit Party pursuant to this Section 13 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Section 2.06 .

13.11. [Reserved] .

13.12. Information . Each Credit Party assumes all responsibility for being and keeping itself informed of each applicable Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of non-payment of the Obligations and the nature, scope and extent of the risks that each Credit Party assumes and incurs under this guarantee, and agrees that no Guaranteed Creditor shall have any duty to advise any Credit Party of information known to it regarding those circumstances or risks.

13.13. Severability . If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 13.13 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Banks or the Swingline Lenders, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

13.14. Canadian Severability . Notwithstanding any other provision contained herein or in any other Credit Document, if a “secured creditor” (as that term is defined under the Bankruptcy and Insolvency Act (Canada) ) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint and several basis, then such Person’s Obligations (and the Obligations of each other Canadian Credit Party or Dutch Credit Party), to the extent such Obligations are secured, shall be several obligations and not joint and several obligations.

* * *

-210-

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

SUNOPTA INC.


By:
	Name:
	Title:


SUNOPTA FOODS INC.


By:
	Name:
	Title:


SUNOPTA GRAINS AND FOODS INC.


By:
	Name:
	Title:


CITRUSOURCE, LLC


By:
	Name:
	Title:


SUNOPTA COMPANIES INC.


By:	By:
	Name:
	Title:


SUNOPTA GLOBAL ORGANIC INGREDIENTS INC.


By:
	Name:
	Title:

-1-

TRADIN ORGANICS USA LLC.


By:
	Name:
	Title:


SUNOPTA INVESTMENTS LTD.


By:
	Name:
	Title:


SUNRISE HOLDINGS (DELAWARE), INC.


By:
	Name:
	Title:


SUNRISE GROWERS, INC.


By:
	Name:
	Title:


FARM CAPITAL INCORPORATED


By:
	Name:
	Title:


PACIFIC RIDGE FARMS, LLC


By:
	Name:
	Title:

-2-

COÖPERATIE SUNOPTA U.A.


By:
	Name:
	Title:


THE ORGANIC CORPORATION B.V.


By:
	Name:
	Title:


CROWN OF HOLLAND B.V.


By:
	Name:
	Title:


TRADIN ORGANIC AGRICULTURE B.V.


By:
	Name:
	Title:


TRABOCCA B.V.


By:
	Name:
	Title:

-3-

BANK OF AMERICA, N.A.,
as U.S. Administrative Agent, Collateral Agent, U.S.
Swingline Lender, U.S. Issuing Bank and a U.S.
Revolving Lender


By:
	Name:
	Title:


By:
	Name:
	Title:

-4-

BANK OF AMERICA, N.A.
(acting through its Canada branch), as Canadian
Administrative Agent, Canadian Swingline Lender,
Canadian Issuing Bank and a Canadian Revolving
Lender


By:
	Name:
	Title:

-5-

BANK OF AMERICA, N.A.
(acting through its London branch), as Dutch
Administrative Agent, Dutch Swingline Lender, Dutch
Issuing Bank and a Dutch Revolving Lender


By:
	Name:
	Title:

-6-

[ ],
as a Lender


By:
	Name:
	Title:

-7-

EXECUTION VERSION

FIRST AMENDMENT
TO SECOND LIEN LOAN AGREEMENT

FIRST AMENDMENT, dated as of October 7, 2016 (this “ Amendment ”), to the Second Lien Loan Agreement, dated as of October 9, 2015 (the “ Loan Agreement ”), among SunOpta Inc., a Canadian corporation (“ Holdings ”), SunOpta Foods Inc., a Delaware corporation (the “ Borrower ”), certain subsidiaries of Holdings, the several banks and other financial institutions or entities from time to time party thereto (the “ Lenders ”), and Bank of Montreal, as administrative agent and collateral agent (the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Loan Agreement;

WHEREAS, Holdings and the Borrower have requested that the Loan Agreement be amended as set forth herein; and

WHEREAS, Lenders constituting the Required Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Capitalized Terms . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement.

SECTION 2. Amendments . (a) The Loan Agreement is hereby amended as of the Amendment Effective Date to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Loan Agreement attached as Exhibit A hereto.

(b) The Loan Agreement is further amended as of the Amendment Effective Date by amending Exhibit B (Form of Exchange Notes Indenture) thereto to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Loan Agreement attached as Exhibit B hereto.

(c) Any prepayment by the Borrower of the Loans (other than Loans held by the Committed Lenders), pursuant to Section 5.1 of the Loan Agreement, that is made following the Amendment Effective Date (as defined below), but prior to the exchange of all Loans for Senior Notes pursuant to Section 2.14 of the Loan Agreement, shall be subject to a prepayment premium equal to the redemption premium then applicable to a redemption of Senior Notes under the Senior Refinancing Indenture (without regard to whether any Senior Notes are outstanding or the Senior Refinancing Indenture has been entered into).

(d) The Company will use its commercially reasonable efforts to cause the Senior Notes to be rated with Moody’s and S&P by November 30, 2016.

SECTION 3. Conditions to Effectiveness of Amendment . This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “ Amendment Effective Date ”):

(a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower, (C) (i) Lenders constituting the Required Lenders or (ii) in the case of the amendments to Sections 5.1 and 5.2(c) of the Loan Agreement set forth in Exhibit A hereto, each Lender directly and adversely affected thereby, and (D) the Administrative Agent.

(b) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Amendment Effective Date.

(c) The Borrower shall issue PIPE Securities (as defined in Exhibit A hereto) on such date; provided that this Amendment shall be deemed to have become effective immediately prior to the issuance of any PIPE Securities.

SECTION 4. Representations and Warranties . Each of the Borrower and Holdings hereby represents and warrants that (a) each of the representations and warranties contained in Section 8 of the Loan Agreement are, after giving effect to this Amendment, true and correct in all material respects (and in all respects if qualified by materiality) as if made on and as of the Amendment Effective Date (or to the extent such representations and warranties expressly relate to a specific earlier date, as of such earlier date); provided , that each reference to the Loan Agreement therein shall be deemed to be a reference to the Loan Agreement after giving effect to this Amendment and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 5. Effects on Loan Documents . (a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents nor constitute a waiver of any provision of the Loan Documents.

SECTION 6. Expenses . The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of legal counsel.

SECTION 7. GOVERNING LAW; WAIVER OF JURY TRIAL . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 13.15 OF THE LOAN AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 8. Amendments; Execution in Counterparts . (a) This Amendment shall not constitute an amendment of any other provision of the Loan Agreement not referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Loan Parties that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Loan Agreement are and shall remain in full force and effect.

(b) This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, Holdings, the Administrative Agent and the Required Lenders. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

SUNOPTA INC.


By:	/s/ Robert McKeracher
	Name: Robert McKeracher
	Title: Vice President and Chief Financial Officer

	SUNOPTA FOODS INC.


By:	/s/ Robert McKeracher
	Name: Robert McKeracher
	Title: Vice President

	CITRUSOURCE, LLC
	SUNRISE HOLDINGS (DELAWARE), INC
	SUNRISE GROWERS, INC.
	FARM CAPITAL INCORPORATED
	SUNOPTA GRAINS AND FOODS INC.
	SUNOPTA COMPANIES INC.
	SUNOPTA GLOBAL ORGANIC INGREDIENTS INC.
	PACIFIC RIDGE FARMS, LLC
	SUNOPTA INVESTMENTS LTD.


By:	/s/ Robert McKeracher
	Name: Robert McKeracher
	Title: Vice President

[Signature Page to First Amendment to Second Lien Loan Agreement]

BANK OF MONTREAL, as Administrative Agent and a Lender


By:	/s/ Philip Langheim
	Name: Philip Langheim
	Title: Managing Director

[Signature Page to First Amendment to Second Lien Loan Agreement]

COÖPERATIEVE RABOBANK U.A.
(F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A>, “RABOBANK
NEDERLAND”), NEW YORK BRANCH, as a Lender


By:	/s/ Jan Hendrik de Graaff
	Name: Jan Hendrik de Graaff
	Title: Managing Director


By:	/s/ Eric J. Rogowski
	Name: Eric J. Rogowski
	Title: Executive Director

[Signature Page to First Amendment to Second Lien Loan Agreement]

INDABA CAPITAL FUND, L.P.

By: Indaba Partners, LLC, its general partner


By:	/s/ Derek Schrier
	Name: Derek Schrier
	Title: Senior Managing Member, Managing
	Partner and Chief Investment Officer

[Signature Page to First Amendment to Second Lien Loan Agreement]

PACIFIC COAST INVESTMENT FUND LLC

ROYAL MAIL PENSION PLAN

BEACH POINT SCF IV LLC

BEACH POINT SCF VIII LTD.

BEACH POINT SCF X LP

ASSOCIATED BRITISH FOODS PENSION SCHEME

BEACH POINT MULTI-ASSET CREDIT FUND LTD.

BEACH POINT MULTI-STRATEGY CREDIT MASTER FUND, L.P.

BPC OPPORTUNITIES HOLDINGS LTD.

BEACH POINT ORANGE SCF LP

BEACH POINT SCF 0166 LP

BEACH POINT SCF I LP

BEACH POINT SCF MULTI-PORT LP

BEACH POINT SELECT FUND LP

BEACH POINT STRATEGIC MASTER FUND, L.P.

BEACH POINT TOTAL RETURN MASTER FUND, L.P.

BPC OPPORTUNITIES FUND II LP

MERCER QIF FUND PLC – MERCER INVESTMENT FUND 1

LLOYDS BANK PENSION SCHEME NO. 1

LLOYDS BANK PENSION SCHEME NO. 2

By: Beach Point Capital Management LP,

Not in its individual capacity, but solely on behalf of the

Funds and Accounts listed above

By:	/s/ Allan Schweitzer
	Name: Allan Schweitzer
	Title: Executive Managing Director

[Signature Page to First Amendment to Second Lien Loan Agreement]

BAYSIDE PARTNERS LLC
BLACKSTONE CSP-LP SR FUND
DNSMORE LLC
GENDOS LLC
GENTRACE LLC
GENUNO LLC
NPI LLC
SILVER ROCK OPPORTUNISTIC CREDIT FUND LP
WELLWATER LLC


By: SILVER ROCK FINANCIAL LP, as Investment
Manager

By:	/s/ Michael W. Skarda
	Name: Michael W. Skarda
	Title: General Counsel

[Signature Page to First Amendment to Second Lien Loan Agreement]

Exhibit A

[See Attached.]

~~Execution Version~~ CONFORMED COPY REFLECTING
FIRST AMENDMENT, DATED AS OF OCTOBER 7, 2016

$330,000,000

SECOND LIEN LOAN AGREEMENT

Dated as of October 9, 2015

among

SUNOPTA INC.,
as Holdings

SUNOPTA FOODS INC.,
as the Borrower,

CERTAIN SUBSIDIARIES OF SUNOPTA INC.,
as Subsidiary Guarantors and Loan Parties,

The Several Lenders
from Time to Time Parties Hereto,

BANK OF MONTREAL,
as Administrative Agent and Collateral Agent,

BMO CAPITAL MARKETS CORP. and
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page

SECTION 1. DEFINITIONS		1

1.1.	Defined Terms	1
1.2.	Other Interpretive Provisions	50
1.3.	Accounting Terms	51
1.4.	Rounding	51
1.5.	References to Agreements, Laws, Etc	51
1.6.	[Reserved]	51

SECTION 2. AMOUNT AND TERMS OF CREDIT		51

2.1.	Commitments	51
2.2.	Maximum Number of Borrowings	52
2.3.	Notice of Borrowing	52
2.4.	Disbursement of Funds	52
2.5.	Repayment of Loans; Evidence of Debt	53
2.6.	Conversions and Continuations	53
2.7.	Pro Rata Borrowings	54
2.8.	Interest	54
2.9.	Interest Periods	55
2.10.	Increased Costs, Illegality, Etc.	56
2.11.	Compensation	57
2.12.	Change of Lending Office	58
2.13.	Notice of Certain Costs	58
2.14.	Permanent Refinancing	58

SECTION 3. [RESERVED]		60

SECTION 4. FEES; COMMITMENTS		60

4.1.	Administrative Agent’s Fees	60
4.2.	Mandatory Termination of Commitments	60

SECTION 5. PAYMENTS		60

5.1.	Voluntary Prepayments	60
5.2.	Mandatory Prepayments	63
5.3.	Method and Place of Payment	64
5.4.	Net Payments	64
5.5.	Computations of Interest	67
5.6.	Limit on Rate of Interest	67

SECTION 6. CONDITIONS PRECEDENT TO INITIAL BORROWING		68

6.1.	Loan Documents	68
6.2.	[Reserved]	68
6.3.	Legal Opinions	68

-i-

		Page

6.4.	Notice of Borrowing	68
6.5.	Contemporaneous Debt Repayments	69
6.6.	Closing Certificates	69
6.7.	Authorization of Proceedings of Each Loan Party; Organizational Documents	69
6.8.	Fees	69
6.9.	Representations and Warranties	69
6.10.	Solvency Certificate	69
6.11.	Acquisition	69
6.12.	Patriot Act	69
6.13.	Financial Statements	70
6.14.	[Reserved]	70
6.15.	Material Adverse Effect	70

SECTION 7. GUARANTEE		70

7.1.	Guarantee	70
7.2.	Limitation on Guarantor Liability	71
7.3.	Execution and Delivery	72
7.4.	Subrogation	72
7.5.	Benefits Acknowledged	72
7.6.	Release of Guarantees by Guarantors	72
7.7.	Effectiveness of Certain Guarantees	73

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS		73

8.1.	Corporate Status	73
8.2.	Corporate Power and Authority; Enforceability	74
8.3.	No Violation	74
8.4.	Litigation	75
8.5.	Margin Regulations	75
8.6.	Governmental Approvals	75
8.7.	Investment Company Act	75
8.8.	True and Complete Disclosure	75
8.9.	Financial Condition; Financial Statements	75
8.10.	Tax Matters	76
8.11.	Compliance with ERISA; Labor Disputes	76
8.12.	[Reserved]	77
8.13.	Intellectual Property	77
8.14.	Environmental Laws	78
8.15.	Compliance with FDA	78
8.16.	Properties	79
8.17.	Security	79
8.18.	Solvency	80
8.19.	Insurance	80
8.20.	Dividends	80
8.21.	Anti-Bribery; Anti-Corruption	80
8.22.	Patriot Act; Sanctions	81
8.23.	Purchase and Sale Agreement	81

-ii-

		Page
SECTION 9. COVENANTS		82

9.1.	Reports and Other Information.	82
9.2.	Compliance Certificate.	83
9.3.	Taxes	83
9.4.	Stay, Extension and Usury Laws.	83
9.5.	Limitation on Restricted Payments.	83
9.6.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	90
9.7.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
	and Preferred Stock.	92
9.8.	Asset Sales.	98
9.9.	Transactions with Affiliates.	101
9.10.	Liens	103
9.11.	Corporate Existence.	103
9.12.	Offer to Repurchase upon Change of Control.	103
9.13.	Guarantees of Indebtedness by Restricted Subsidiaries.	105
9.14.	Merger, Consolidation or Sale of All or Substantially All Assets.	106
9.15.	Successor Corporation Substituted.	109
9.16.	Use of Proceeds	109
9.17.	Further Assurances	109

SECTION 10. COLLATERAL DOCUMENTS.		109

10.1.	Collateral and Collateral Documents.	109
10.2.	Release of Liens on Collateral.	110

SECTION 11. DEFAULTS AND REMEDIES		112

11.1.	Events of Default	112
11.2.	Remedies upon Event of Default, Waivers of Past Defaults	115
11.3.	Application of Proceeds	116

SECTION 12. THE AGENTS		116

12.1.	Appointment	116
12.2.	Delegation of Duties	117
12.3.	Exculpatory Provisions	117
12.4.	Reliance by Agents	117
12.5.	Notice of Default	118
12.6.	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders	118
12.7.	Indemnification	118
12.8.	Agents in Their Individual Capacities	119
12.9.	Successor Agents	120
12.10.	Withholding Tax	120
12.11.	Agents Under Collateral Documents and Guarantee	121
12.12.	Right to Realize on Collateral and Enforce Guarantee	121
12.13.	Intercreditor Agreement Governs	122

SECTION 13. MISCELLANEOUS		122

13.1.	Amendments, Waivers and Releases	122
13.2.	Notices	124
13.3.	No Waiver; Cumulative Remedies	125

-iii-

		Page

13.4.	Survival of Representations and Warranties	125
13.5.	Payment of Expenses; Indemnification	125
13.6.	Successors and Assigns; Participations and Assignments	126
13.7.	Replacements of Lenders Under Certain Circumstances	130
13.8.	Adjustments; Set-off	131
13.9.	Counterparts	132
13.10.	Severability	132
13.11.	Integration	132
13.12.	GOVERNING LAW	132
13.13.	Submission to Jurisdiction; Waivers	132
13.14.	Acknowledgments	133
13.15.	WAIVERS OF JURY TRIAL	134
13.16.	Confidentiality	134
13.17.	[Reserved]	135
13.18.	Direct Website Communications	135
13.19.	USA PATRIOT Act and Anti-Money Laundering Legislation	136
13.20.	Payments Set Aside	137
13.21.	Reinstatement	137
13.22.	No Fiduciary Duty	137
13.23.	Intercreditor Agreement	138
13.24.	Currency Indemnity	138

SCHEDULES

Schedule 1.1(a)	Commitments
Schedule 1.1(b)	Debt Repayment
Schedule 13.2	Notice Addresses

EXHIBITS

Exhibit A	Form of Supplemental Guarantee
Exhibit B	Form of Exchange Notes Indenture
Exhibit C	[Reserved]
Exhibit D	Form of Exchange Notice for Senior Interim Loans
Exhibit E-1	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
Exhibit E-2	Form of Legal Opinion of Wildeboer Dellelce LLP
Exhibit E-3	Form of Legal Opinion of Stoel Rives LLP
Exhibit E-4	Form of Legal Opinion of the General Counsel of the Borrower
Exhibit F-1	Form of Credit Party Omnibus Closing Certificate – Secretary’s Certificate
Exhibit F-2	Form of Credit Party Omnibus Closing Certificate – Officer’s Certificate
Exhibit G	Form of Assignment and Acceptance
Exhibit H	Form of Promissory Note
Exhibit I	Form of Solvency Certificate
Exhibit J	Form of Non-Bank Tax Certificate

ANNEXES

ANNEX I	Agreed Security Principles

-iv-

SECOND LIEN LOAN AGREEMENT dated as of October 9, 2015, among SUNOPTA FOODS INC., a Delaware corporation (the “ Borrower ”), SUNOPTA INC., a Canadian corporation and direct parent company of the Borrower (“ Holdings ”), CERTAIN SUBSIDIARIES OF HOLDINGS, the lending institutions from time to time parties hereto (each a “ Lender ” and, collectively, the “ Lenders ”) and BANK OF MONTREAL, as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1 hereto).

WHEREAS, pursuant to the Purchase and Sale Agreement, dated as of July 30, 2015 (together with all exhibits and schedules thereto, the “ Purchase and Sale Agreement ”), among Holdings, the Borrower, Shine Seller Rep, LLC and the Sellers named (and as defined) therein (collectively, the “ Seller ”), Holdings will, directly or indirectly, acquire from the Seller all of the issued and outstanding shares of capital stock of Sunrise Holdings (Delaware), Inc. (the “ Acquisition ”);

WHEREAS, in connection with the foregoing, the Borrower has requested that the Lenders extend credit in the form of Senior Interim Loans to the Borrower on the Closing Date, in Dollars, in an aggregate principal amount of $330,000,000;

WHEREAS, the net proceeds of the Senior Interim Loans and other funds as described in the definition of the term “Transactions” will be used on the Closing Date to consummate the Acquisition, to effect the Debt Repayments and to pay Transaction Expenses; and

WHEREAS, the Borrower intends to issue under one or more senior indentures among the Borrower, the guarantors thereunder and a trustee (collectively, the “ Senior Take-out Notes Indenture ”), $330,000,000 in aggregate principal amount of senior notes due 2022 (the “ Senior Take-out Notes ”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “ Senior Take-out Notes Offering ”).

WHEREAS , the Guarantors have agreed to guarantee the obligations of the Borrower hereunder.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1. Definitions

1.1. Defined Terms .

(a) As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“ ABL Collateral Agent ” shall mean Bank of Montreal, in its capacity as “Agent” under the North American ABL Facility and any successor thereto in such capacity.

“ ABL Debt ” shall mean the principal amount of:

(1) Indebtedness of the Borrower and any Guarantor outstanding under the North American ABL Facility on the date of this Agreement or incurred from time to time after the date of this Agreement under the North American ABL Facility; and

(2) additional Indebtedness (including letters of credit and reimbursement obligations with respect thereto) of the Borrower or any Guarantor which is or would have been secured equally and ratably with the Indebtedness described in clause (1) by senior Liens on Collateral that were permitted to be incurred and secured under each applicable ABL Debt Document and Parity Lien Document; provided , in the case of any additional Indebtedness referred to in this clause (2), that:

(A) on or before the date on which such additional Indebtedness is incurred by the Borrower or such Guarantor, as applicable, such additional Indebtedness is designated by the Borrower, in an Officer’s Certificate delivered to the Collateral Agent, as “ABL Debt” for purposes of this Agreement and the Collateral Documents; provided , that such Indebtedness may not be designated as both ABL Debt and Additional Parity Debt; and

(B) the collateral agent or other representative with respect to such Indebtedness, the ABL Collateral Agent and each other First Lien Collateral Agent (as defined in the Intercreditor Agreement), the Collateral Agent and each other Second Lien Collateral Agent (as defined in the Intercreditor Agreement), the Borrower and each applicable Guarantor have duly executed and delivered the Intercreditor Agreement (or a joinder to the Intercreditor Agreement in a form reasonably acceptable to each of the parties thereto). For the avoidance of doubt, Permitted Bank Product Obligations and capitalized interest, fees, costs and other charges will not be treated as “ABL Debt. ^”

“ ABL Debt Documents ” shall mean the North American ABL Facility, any additional credit agreement or indenture related thereto or to any other ABL Debt Obligations and all other loan documents, security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the North American ABL Facility or any other ABL Debt Obligations, as such agreements or instruments may be amended or supplemented from time to time.

“ ABL Debt Obligations ” shall mean (i) ABL Debt incurred or arising under the ABL Debt Documents and (ii) Permitted Bank Product Obligations that are secured, or intended to be secured, under the ABL Debt Documents if the provider of such Permitted Bank Product Obligations has agreed to be bound by the terms of the Intercreditor Agreement or such provider’s interest in the Collateral is subject to the terms of the Intercreditor Agreement.

“ ABL Facilities ” shall mean the North American ABL Facility and the European ABL Facility.

“ ABR ” shall mean for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus ½ of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate”, (c) the LIBOR Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0% and (d) 2.00%; provided that, for the avoidance of doubt, for purposes of calculating the LIBOR Rate pursuant to clause (c) above, the LIBOR Rate for any day shall be based on the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such day by reference to the rate appearing on the Reuters Screen LIBOR01 Page (or any successor page or any successor service, or any substitute page or substitute for such service, providing rate quotations comparable to the Reuters Screen LIBOR01 Page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) for a period equal to one-month. The “prime rate” is a rate set by the Administrative Agent based upon various factors, including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the ABR due to a change in such rate announced by the Administrative Agent, in the Federal Funds Effective Rate or in the one-month LIBOR Rate shall take effect at the opening of business on the day specified in the public announcement of such change.

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“ ABR Loan ” shall mean each Senior Interim Loan bearing interest based on the ABR.

“ Acceptable Commitment ” shall have the meaning provided in Section 9.8(b) hereof.

“ Acquired Indebtedness ” shall mean, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Acquisition ” shall have the meaning provided in the preamble to this Agreement.

“ Additional Parity Debt ” shall mean any additional Secured Indebtedness that ranks pari passu with the Loans and is permitted to be incurred pursuant to Section 9.7 ; provided that (i) the representative of such Additional Parity Debt executes a joinder agreement to the Intercreditor Agreement and, if applicable, to the other Collateral Documents, in each case in the form attached thereto, agreeing to be bound thereby, and delivers the joinder to the Intercreditor Agreement to the ABL Collateral Agent and the Collateral Agent and (ii) Holdings has designated such Indebtedness as “Additional Parity Debt” thereunder in writing to the ABL Collateral Agent and the Collateral Agent.

“ Additional Parity Debt Documents ” shall mean any credit agreement or indenture related to any Additional Parity Debt and all other loan documents, security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Additional Parity Debt.

“ Administrative Agent ” shall mean Bank of Montreal, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, or any successor administrative agent appointed in accordance with the provisions of Section 12.9 .

“ Administrative Agent’s Office ” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.2 , or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower and the Lenders.

“ Administrative Questionnaire ” shall have the meaning provided in Section 13.6(b)(ii)(D) hereof.

“ Affiliate ” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“ Agreed Security Principles ” shall mean the principles set forth in Annex I hereto. “ Affiliate Transaction ” shall have the meaning provided in Section 9.9(a) hereof.

“ Agent Parties ” shall have the meaning provided in Section 13.18(d) .

“ Agents ” shall mean the Administrative Agent, Collateral Agent and each Joint Lead Arranger and Joint Bookrunner.

“ Agreement ” shall mean this Second Lien Loan Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ Applicable ABR Margin ” shall mean at any date, with respect to each ABR Loan, 5.00% per annum. If the Senior Interim Loans are not paid within the three-month period following the Closing Date, the Applicable ABR Margin will increase by 0.50% per annum at the end of such three-month period and shall increase by an additional 0.50% per annum at the end of each three-month period thereafter until the Interim Loan Conversion Date. Notwithstanding the foregoing, the Applicable ABR Margin shall be capped such that the applicable interest rate shall not exceed the Senior Fixed Rate.

“ Applicable LIBOR Margin ” shall mean at any date, with respect to each LIBOR Loan, 6.0% per annum . If the Loans are not paid within the three-month period following the Closing Date, the Applicable LIBOR Margin will increase by 0.50% per annum at the end of such three-month period and shall increase by an additional 0.50% per annum at the end of each three-month period thereafter until the Interim Loan Conversion Date. Notwithstanding the foregoing, the Applicable LIBOR Margin shall be capped such that the applicable interest rate shall not exceed the Senior Fixed Rate.

“ Approved Fund ” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Sale ” shall mean

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (including by way of a Sale and Lease-Back Transaction), of property or assets of the Borrower or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 9.7 or the issuance of the PIPE Securities ) , whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or surplus, damaged, obsolete or worn-out assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of Holdings, no longer economically practicable or commercially reasonable to maintain or useful in any material respect, taken as a whole, in the conduct of the business of Holdings and the Restricted Subsidiaries taken as a whole) or any disposition of inventory, services, accounts receivable, notes receivable or goods (or other assets) in the ordinary course of business or any disposition of Collateral or the discount or forgiveness of accounts receivable or the conversion of accounts receivable to notes receivable in the ordinary course of business in connection with the collection or compromise thereof;

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(b) the disposition of all or substantially all of the assets of Holdings in a manner permitted pursuant to Section 9.14 or any disposition that constitutes a Change of Control pursuant to this Agreement;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described under Section 9.5 including the making of any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

(e) any disposition of property or assets (including by way of liquidation or dissolution) or issuance or sale of securities by a Restricted Subsidiary of Holdings to Holdings or by Holdings or a Restricted Subsidiary of Holdings to another Restricted Subsidiary of Holdings;

(f) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) foreclosures, condemnation, casualty, expropriation, forced disposition or any similar action with respect to assets or the granting of Liens not prohibited by this Agreement;

(i) any financing transaction with respect to property built or acquired by Holdings or any Restricted Subsidiary after the Closing Date, including Sale and LeaseBack Transactions and asset securitizations permitted by this Agreement;

(j) the sale, transfer or other disposition or unwinding of any Hedging Obligations;

(k) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of Holdings are not material to the conduct of the business of Holdings and the Restricted Subsidiaries taken as a whole;

(l) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by Section 9.7 ;

(m) the granting of any option or other right to purchase, lease or otherwise acquire delinquent accounts receivable in the ordinary course of business;

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(n) any exchange of assets for assets (including a combination of assets and Cash Equivalents (which Cash Equivalents shall not constitute in excess of 25% of the aggregate consideration in any exchange of assets pursuant to this clause)) for use in a Similar Business of comparable or greater market value or usefulness to the business of Holdings and the Restricted Subsidiaries as a whole, as determined in good faith by Holdings;

(o) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

(p) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(q) the licensing and sub-licensing of intellectual property or other general intangibles in the ordinary course of business or consistent with past practice;

(r) the granting of Liens not prohibited by Section 9.10 ;

(s) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(t) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;

(u) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; provided that any Cash Equivalents received by Holdings or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be Net Proceeds of an Asset Sale, and such Net Proceeds shall be applied in accordance with Section 9.8 hereof; and

(v) the Opta Minerals Disposition.

“ Asset Sale Offer ” shall have the meaning provided in Section 9.8(c) hereof.

“ Assignment and Acceptance ” shall mean an assignment and acceptance substantially in the form of Exhibit G hereto, or such other form as may be approved by the Administrative Agent.

“ Auction Agent ” shall mean (a) the Administrative Agent or (b) any other financial institution or advisor employed by Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 5.1(b)(ii) ; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“ Bank Products ” shall mean any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements and commercial credit card and merchant card services.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended.

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“ Bankruptcy Law ” shall mean the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and any similar federal, state, provincial or foreign law for the relief of debtors including any corporate statute that provides for same.

“ benefited Lender ” shall have the meaning provided in Section 13.8(a) hereof.

“ board of directors ” shall mean (i) with respect to a corporation, the board of directors of the corporation; (ii) with respect to a partnership, the board of directors or other like governing body, as applicable, of the partnership or of the general partner of the partnership; (iii) with respect to a limited liability company, the board of managers or other like governing body or the board of managers of such Person’s direct or indirect parent so long as such Person remains a limited liability company managed by a sole member; and (iv) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Board of Governors ” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” shall have the meaning provided in the preamble to this Agreement.

“ Borrower Offer of Specified Discount Prepayment ” shall mean the offer by Borrower to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 5.1(b)(ii) .

“ Borrowing ” shall mean and include the incurrence of the Loans on the Closing Date (or resulting from conversions on a given date after the Closing Date) having the same Interest Period.

“ Borrowing Base ” shall mean, as of any date, an amount equal to: (1) 85% of the face amount of all accounts receivable owned by Holdings and the Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus (2) 70% of the book value of all inventory owned by Holdings and the Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date (it being understood that the accounts receivable and inventory of an acquired or to be acquired business may be included if such acquisition has been completed or is to be completed substantially concurrently with the date of determination), plus $50.0 million of fixed assets owned by Holdings and the Restricted Subsidiaries.

“ Business Day ” shall mean each day which is not a Legal Holiday.

“ Calculation Date ” shall mean the date on which the event for which the calculation of the Fixed Charge Coverage Ratio or the Consolidated Secured Leverage Ratio, as applicable, shall occur.

“ Canadian Blocked Person ”: any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Canadian Economic Sanctions.

“ Canadian CFC ” shall mean, with respect to any Person, (i) any Restricted Subsidiary of such Person that is organized or existing under the laws of Canada or any province or territory thereof and is a CFC and any Restricted Subsidiary thereof or (ii) a Restricted Subsidiary that does not meet the requirements of clause (i) but has no material assets other than the Equity Interests of one or more Restricted Subsidiaries that do meet the requirements of clause (i) of this definition or clause (i) of the definition of Foreign Subsidiary.

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“ Canadian Defined Benefit Plan ” means a Canadian Pension Plan, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“ Canadian Economic Sanctions ” means the Special Economic Measures Act (Canada), the United Nations Act, (Canada) and Part II.1 of the Criminal Code , (Canada), and any related regulations.

“ Canadian Employee Benefits Legislation ” means the Pension Benefits Act ( Ontario) and any Canadian federal, provincial or local counterparts or equivalents, in each case, as applicable, and as amended from time to time.

“ Canadian Pension Plan ” means, in respect of any Person, all plans or arrangements which are considered to be pension plans for the purposes of any applicable pension benefits standards statute or regulation in Canada established, maintained or contributed to by such Person for its employees or former employees.

“ Canadian Pension Event ” means (i) the institution of any steps by any Loan Party or any applicable regulatory authority to terminate a Canadian Pension Plan (wholly or in part) if, as a result of such termination, any Loan Party may be required to make an additional contribution to such Canadian Pension Plan, or to incur an additional liability or obligation to such Canadian Pension Plan, equal to or in excess of $1,000,000 or the equivalent thereof in another currency, (ii) failure of Holdings or any Subsidiary to (a) make all payments with respect to Canadian Pension Plans when due, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect or (b) operate each Canadian Pension Plan in such a manner that will not incur material liability under the Income Tax Act (Canada) and applicable Canadian Employee Benefits Legislation, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect, or (iii) if any Loan Party maintains, sponsors, administers, contributes to, participates in or assumes or incurs any liability in respect of any Canadian Defined Benefit Plan or amalgamates with any Person if such Person sponsors, administers, contributes to, participates in or has any liability in respect of, any Canadian Defined Benefit Plan.

“ Capital Stock ” shall mean:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease Obligations ” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided , however , that any obligations relating to a lease that was accounted for by Holdings as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date shall be accounted for as an operating lease and not a Capitalized Lease Obligation for all purposes under this Agreement.

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“ Cash Equivalents ” shall mean:

(1) (a) United States dollars, Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the European Union or (b) such local currencies held by a Foreign Subsidiary from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(4) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (3) above;

(5) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(6) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);

(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition;

(8) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition;

(9) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);

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(10) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (3) above; and

(11) investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (10) above.

In the case of Investments made by a Foreign Subsidiary (or temporarily held by Holdings or its Restricted Subsidiaries as part of their cash management arrangements with a Foreign Subsidiary in the ordinary course of business or consistent with past practice) in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (7) and clauses (9) , (10) and (11 ) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (11) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“ Casualty Event ” shall mean any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CFC ” shall mean, with respect to any Person, (i) any Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code, or (ii) any Subsidiary substantially all of the assets of which constitute equity interests in one or more Subsidiaries that are controlled foreign corporations within the meaning of section 957 of the Code.

“ Change in Law ” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender with any guideline, request, directive or order issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law); provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) and all guidelines, requests, directives, orders, rules and regulations adopted, enacted or promulgated in connection therewith shall be deemed to have gone into effect after the Closing Date regardless of the date adopted, enacted or promulgated and shall be included as a Change in Law only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a)(ii) and (c) of Section 2.10 generally on other borrowers of loans under similar credit facilities.

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“ Change of Control ” shall mean the occurrence of any of the following after the Closing Date (and excluding, for the avoidance of doubt, the Transactions):

(1) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any Person other than a Guarantor;

(2) Holdings becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of Holdings; or

(3) ~~the Borrower~~ Holdings ceasing to ~~be a Wholly-Owned Subsidiary of Holdings~~ hold 100% of the total voting power of the Voting Stock of the Borrower.

Notwithstanding the preceding, a conversion of Holdings or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests for another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who beneficially owned the Capital Stock of Holdings immediately prior to such transactions continue to beneficially own in the aggregate more than 50% of the Voting Stock of such entity and no “person,” beneficially owns more than 50% of the Voting Stock of such entity.

“ Change of Control Offer ” shall have the meaning provided in Section 9.12(a) hereof. “ Change of Control Prepayment ” shall have the meaning provided in Section 9.12(a) hereof.

“ Change of Control Prepayment Date ” shall have the meaning provided in Section 9.12(a)(2) hereof.

“ Closing Date ” shall mean the date of the initial Borrowings hereunder.

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

“ Collateral ” shall mean all of the collateral, whether now owned or hereafter acquired, from time to time described in the Collateral Documents as collateral security for the benefit of the Collateral Agent and the Lenders, subject to the Agreed Security Principles.

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“ Collateral Agent ” shall mean Bank of Montreal, as the collateral agent for the Lenders under this Agreement and the other Loan Documents, or any successor administrative agent

“ Collateral Documents ” shall mean, collectively, security agreements (including the Security Agreements), the Perfection Certificate, the pledge agreements, mortgages, collateral assignments, deeds of trust and all other pledges, agreements, financing statements, patent, trademark or copyright filings or other filings or documents that create or purport to create a Lien in the Collateral in favor of the Collateral Agent (for the benefit of the Lenders and the holders of any Permitted Additional Parity Debt) and the Intercreditor Agreement, in each case as they may be amended, restated, supplemented or otherwise modified from time to time, and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

“ Commitment Letter ” shall mean the Commitment Letter, dated as of July 30, 2015, among Borrower, Holdings, Bank of Montreal and BMO Capital Markets.

“ Committed Lenders ” shall mean Bank of Montreal and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch.

“ Communications ” shall have the meaning provided in Section 13.18(a) .

“ Confidential Information ” shall have the meaning provided in Section 13.16 hereof.

“ Company Representations ” shall mean such of the representations and warranties made by or with respect to the Target and its Subsidiaries and their respective businesses in the Purchase and Sale Agreement, but only to the extent that Holdings has (or its applicable Affiliate has) the right to terminate Holdings’ or such Affiliate’s obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Purchase and Sale Agreement.

“ Consolidated Depreciation and Amortization Expense ” shall mean with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person, including the amortization of intangible assets, deferred financing costs and fees, debt issuance costs, commissions, fees and expenses of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated Interest Expense ” shall mean, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense in respect of Indebtedness of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest charges (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any other acquisition, (w) penalties and interest relating to taxes, (x) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (y) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and discounted liabilities and (z) any accretion of accrued interest on discounted liabilities); plus

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(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

“ Consolidated Net Income ” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded;

(4) the Net Income for such period of any Person that is an Unrestricted Subsidiary or any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period and the net losses of any such Person shall only be included to the extent funded with cash from Holdings or any Restricted Subsidiary;

(5) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the Section 9.5(a) , the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted in whole without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in this Agreement), unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of Holdings will be increased by the amount of dividends or other distributions or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

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(6) effects of adjustments (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries) in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other noncash charges in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or, if applicable, purchase accounting in relation to the Transactions or any other consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(7) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(8) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, goodwill, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(9) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock, profit interests or other rights or equity or equity-based incentive programs (“equity incentives”) shall be excluded and any cash charges associated with the equity incentives or other long-term incentive compensation plans, rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of Holdings, shall be excluded;

(10) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Loans and other securities and any Credit Facilities) and including, in each case, any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805, Business Combinations), shall be excluded;

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(11) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded;

(12) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;

(13) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation, shall be excluded;

(14) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of FASB Accounting Standards Codification 815 shall be excluded;

(15) any net unrealized gain or loss (after any offset) resulting in such period from currency translation and transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other monetary assets and liabilities and any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items, shall be excluded;

(16) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation, shall be excluded;

(17) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, shall be excluded; and

(18) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 9.5 only (other than Section 9.5(a)(3)(d)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Holdings and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Holdings and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Holdings or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 9.5(a)(3)(d) hereof.

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“Consolidated Secured Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) all Indebtedness of Holdings and the Restricted Subsidiaries that is secured by a Lien on any assets of Holdings and the Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus Cash Equivalents included on the consolidated balance sheet of Holdings as of the end of such most recent fiscal quarter to (b) EBITDA of Holdings and the Restricted Subsidiaries for the most recent four fiscal quarter period ending prior to such date for which Holdings has consolidated financial statements available, in each case (a) with such pro forma adjustments to Cash Equivalents and EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) giving pro forma effect to the incurrence of any Indebtedness that is incurred at the time of or in connection with the event giving rise to the measurement of the Consolidated Secured Leverage Ratio.

“ Consolidated Total Assets ” shall mean, as at any date of determination, the total assets of Holdings and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of Holdings or such other Person.

“ Contingent Obligations ” shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“ Credit Facilities ” shall mean, with respect to Holdings or any of its Restricted Subsidiaries, one or more debt facilities, including the ABL Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (provided that such increase in borrowings or issuances is permitted under Section 9.7) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or other holders.

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“ Debt Repayment ” shall mean the repayment, prepayment, repurchase or defeasance of the Indebtedness of the Borrower that is identified on Schedule 1.1(b) hereto and that is repaid, prepaid, repurchased or defeased on the Closing Date (or such later date as may be necessary to effect the Debt Repayment in accordance with the tender offers therefor).

“ Default ” shall mean any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Default Rate ” shall have the meaning provided in Section 2.8(c) .

“ Defaulting Lender ” shall mean any Lender with respect to which a Lender Default is in effect.

“ Demand Failure Event ” shall have the meaning assigned to “Opco Demand Failure Event” in the Fee Letter.

“ Designated Non-cash Consideration ” shall mean the fair market value, as set forth in an Officer’s Certificate, of non-cash consideration received by Holdings or any of its Restricted Subsidiaries in connection with an Asset Sale, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-cash Consideration; provided that such disposition is in compliance with Section 9.8 hereof.

“ Designated Preferred Stock ” shall mean means Preferred Stock of Holdings or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 9.5(a) hereof.

“ Discount Prepayment Accepting Lender ” shall have the meaning provided in Section 5.1(b)(iii) hereof.

“ Discounted Loan Prepayment ” shall have the meaning provided in Section 5.1(b)(i) hereof.

“ Discounted Prepayment Effective Date ” shall mean, in the case of a Borrower Offer of Specified Discount Prepayment, five (5) Business Days following the receipt by each relevant Lender of notice from the Auction Agent in accordance with Section 5.1(b)(ii) , unless a shorter period is agreed to between Borrower and the Auction Agent.

“ Disqualified Stock ” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the Term Loan Maturity Date or the date the Loans are no longer outstanding; provided , that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided , further, that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant of Holdings, any of its Subsidiaries, or any other entity in which Holdings or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of Holdings (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations

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“ Dollars ” and “ $ ” shall mean dollars in lawful currency of the United States of America.

“ Domestic Priority Debt ” shall mean (1) the North American ABL Facility and (2) any other Credit Facilities that are incurred pursuant to Section 9.7(b)(1) hereof that are secured by any assets of Holdings or any of its Restricted Subsidiaries that secure or, if the North American ABL Facility is no longer outstanding, would have secured pursuant to its terms, the North American ABL Facility.

“ EBITDA ” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by the following, in each case (other than clauses (j), and (n)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, provincial, franchise, excise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (18) of the definition of “Consolidated Net Income”; plus

(b) Fixed Charges of such Person for such period (including (w) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains with respect to such obligations, (x) bank fees and other financing fees, (y) costs of surety bonds in connection with financing activities and (z) amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(v) through (z) in the definition thereof); plus

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(e) any other non-cash charges (including (i) any write-offs or write-downs, (ii) losses on sales, disposals or abandonment of, or any improvement charges or asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities and (iii) all losses from investments) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) Holdings may elect not to add back such non-cash charge in the current period and (B) to the extent Holdings elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) the amount of any non-controlling or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus

(g) any costs or expense incurred by Holdings or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interest of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under Section 9.5(a) ; plus

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(i) any net loss from disposed, abandoned or discontinued operations; plus

(j) (i) any expenses, charges or other costs for any period of the same nature or type as the expenses, charges or other costs that were added to “EBITDA” to calculate “Adjusted EBITDA” or “SunOpta Foods Run-Rate Adjusted EBITDA” for the twelve months ended July 4, 2015 as set forth in the “Summary—Summary Financial Data—Non-GAAP Financial Measures” section of the Preliminary Offering Memorandum and (ii) any items under the caption “Additional run-rate adjustments” that were added to “SunOpta Foods Adjusted EBITDA” to calculate “SunOpta Foods Run-Rate Adjusted EBITDA” for the twelve months ended July 4, 2015 as set forth in the “Summary—Summary Financial Data—Non-GAAP Financial Measures” section of the Preliminary Offering Memorandum; plus

(k) any (i) salary, benefit and other direct savings resulting from workforce reductions by such Person implemented or reasonably expected to be implemented within the 12 months following such period, (ii) severance or relocation costs or expenses of such Person during such period and (iii) costs and expenses incurred after the Closing Date related to employment of terminated employees incurred by such Person during such period; plus

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(l) any proceeds from business interruption, casualty or liability insurance received by such Person during such period, to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income; plus

(m) to the extent actually reimbursed (and not otherwise included in arriving at Consolidated Net Income), expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition or merger involving Holdings or any of its Subsidiaries; plus

(n) the amount of net cost savings and synergies projected by Holdings in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of Holdings) and which are expected to be realized within 12 months of the date thereof in connection with the Transactions, future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable (which adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); provided that the aggregate amount added back pursuant to this clause (n) for any period of four consecutive fiscal quarters shall not exceed an amount equal to 20% of EBITDA for such period of four consecutive fiscal quarters prior to giving effect to any adjustments pursuant to this clause (n);

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(b) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDA in such prior period; plus

“ Enforceability Exceptions ” shall have the meaning provided in Section 8.2 hereof.

“ Environmental Law ” shall have the meaning provided in Section 8.14 hereof.

“ Equity Interest ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

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“ Equity Offering ” shall any public or private sale or issuance of common stock or Preferred Stock of Holdings (excluding Disqualified Stock), other than:

(1) public offerings with respect to Holdings’ common stock registered on Form S-4 or Form S-8;

(2) sales and issuances pursuant to employee and/or director stock plans or employee and/or director compensation plans;

(3) sales and issuances to shareholders and/or employees of the Target as provided in the Purchase and Sale Agreement;

(4) sales and issuances pursuant to dividend reinvestment programs;

(5) issuances or transfers directly (and not constituting cash proceeds of any such issuance or transfer) as consideration in connection with any acquisition (so long as such acquisition is not prohibited by this Agreement);

(6) sales and issuances to Holdings or any Subsidiary of Holdings; and

(7) any such public or private sale or issuance that constitutes an Excluded Contribution.

“ ERISA ” shall have the meaning provided in Section 8.11 hereof.

“ ERISA Affiliate ” shall have the meaning provided in Section 8.11 hereof.

“ European ABL Facility ” means that certain Amendment and Restatement Agreement relating to the Multipurpose Facilities Agreement dated as of October 14, 2014 among the Organic Corporation B.V., Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V., Tradin Organics USA, LLC. And Trabocca B.V., each of the financial institutions and other entities from time to time parties thereto, and ING Bank N.V. as agent, including any related notes, collateral documents, letters of credit and guarantees, instruments and agreements executed in connection therewith, and any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) and any indenture, guarantees, credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, exchange, supplement or refinance any part of the loans, notes, guarantees, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 9.7 and Section 9.10 ) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“ Event of Default ” shall have the meaning provided in Section 11 hereof.

“ Excess Proceeds ” shall have the meaning provided in Section 9.8(c) hereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“ Exchange Date ” shall have the meaning provided in Section 2.14(b)(i) hereof.

“ Exchange Notice ” shall have the meaning provided in Section 2.14(b)(ii) hereof.

“ Excluded Contribution ” shall mean net cash proceeds, marketable securities or Qualified Proceeds received by Holdings after the Closing Date from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Holdings) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings;

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings within 180 days of the date such capital contributions are made, such dividends, distributions, fees or other payments are paid, or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under Section 9.5 .

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) Taxes imposed on or measured by its overall net income or branch profits (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Loan Documents or any transactions contemplated thereunder), (ii) in the case of a Lender, any United States federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to such Lender pursuant to laws in force at the time (A) such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 13.7 ) or (B) such Lender designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments with respect to such withholding Tax pursuant to Section 5.4 , (iii) Taxes attributable to such recipient’s failure to comply with Section 5.4(d) , (e) , (h) or (i) or (iv) any United States federal withholding Tax imposed under FATCA.

“ fair market value ” shall mean, with respect to any asset or liability, the fair market value of such asset or liability as determined by Holdings in good faith.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any Treasury regulations promulgated thereunder or official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any law, regulation, rule or promulgation enacted in a non-U.S. jurisdiction implementing an applicable intergovernmental agreement between such non-U.S. jurisdiction and the United States with respect to the foregoing.

“ FDA ” shall have the meaning provided in Section 8.15 hereof.

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“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any date that is a Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by it.

“ Fee Letter ” shall mean the Fee Letter, dated as of July 30, 2015, among Borrower, Holdings, Bank of Montreal and BMO Capital Markets.

“ Fees ” shall mean all amounts payable pursuant to, or referred to in, Section 4.1 hereof.

“ Fixed Charge Coverage Ratio ” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that Holdings or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by Holdings or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation (including the Transactions) which is being given pro forma effect that have been or are expected to be realized; provided that any pro forma adjustments in respect of cost savings shall (a) be limited to those which are expected to be realized within 12 months of the applicable date of such calculation and (b) not exceed, for any period of four consecutive fiscal quarters, an amount equal to 20% of EBITDA for such period of four consecutive fiscal quarters prior to giving effect to any adjustments pursuant to this paragraph). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Holdings may designate.

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“ Fixed Charge Coverage Ratio Calculation Date ” shall have the meaning ascribed to such term in the definition of “Fixed Charge Coverage Ratio.”

“ Fixed Charges ” shall mean, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“ Foreign Subsidiary ” shall mean with respect to any Person, (i) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or Canada or any province or territory thereof, and any Restricted Subsidiary of such Foreign Subsidiary, or (ii) a Restricted Subsidiary that does not meet the requirements of clause (i) but has no material assets other than the Equity Interests of one or more Foreign Subsidiaries that do meet the requirements of clause (i).

“ Fund ” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“ GAAP ” shall mean (i) generally accepted accounting principles in the United States which are in effect on the Closing Date or (ii) if elected by Holdings by written notice to the Administrative Agent in connection with the delivery of financial statements and information, the accounting standards and interpretations (“ IFRS ”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which Holdings is making such election; provided , that (a) any such election once made shall be irrevocable and (b) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Agreement shall be computed in conformity with IFRS.

“ Government Securities ” shall mean securities that are:

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(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ Governmental Authority ” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

“ Granting Lender ” shall have the meaning provided in Section 13.6(g) hereof.

“ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“ Guarantee ” shall mean the guarantee by any Guarantor of the Borrower’s Obligations under this Agreement.

“ Guaranteed Parties ” shall mean the Administrative Agent, any other Agent and each Lender, in each case, with respect to the Obligations or any Guarantee, and each sub-agent appointed by the Administrative Agent pursuant to Section 12 hereof with respect to matters relating to the Obligations.

“ Guarantors ” shall mean Holdings and each Subsidiary Guarantor.

“ Hedging Obligations ” shall mean, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, commodity option agreement, foreign exchange contract, currency swap agreement or similar agreement (including equity derivative agreements) providing for the transfer, modification or mitigation of interest rate, currency, commodity risks or equity risks either generally or under specific contingencies.

“ Historical Financial Statements ” shall mean:

(a) unaudited combined balance sheets and related statements of income and cash flows of Target and its Subsidiaries for each fiscal quarter (that is not the last fiscal quarter of a fiscal year) commencing on or after December 31, 2014, and ended at least 45 days prior to the Closing Date;

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(b) audited combined balance sheets and related statements of income and cash flows of Target and its Subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Closing Date; and

(c) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Holdings for the twelve month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if the end of such period is a fiscal year-end of Holdings) or ended at least 45 days prior to the Closing Date (if the end of such period is not a fiscal year end of Holdings), in each case, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), which need not include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

“ Holdings ” shall have the meaning provided in the preamble to this Agreement.

“ Indebtedness ” shall mean, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person, but limited to the fair market value of the assets subject to such Lien;

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provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business and (b) obligations under or in respect of any operating lease or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations); provided , further , that Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“ Indemnified Liabilities ” shall have the meaning provided in Section 13.5 hereof.

“ Indemnified Taxes ” shall mean all Taxes imposed on or with respect to or measured by, any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document other than (a) Excluded Taxes, (b) Other Taxes and (c) [Reserved].

“ Independent Financial Advisor ” shall mean an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Holdings, qualified to perform the task for which it has been engaged.

“ Insolvency or Liquidation Proceeding ” shall mean:

(1) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Borrower or any Guarantor;

(2) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Borrower or any Guarantor or with respect to a material portion of its respective assets;

(3) any liquidation, dissolution, reorganization or winding up of the Borrower or any Guarantor or its securities whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower or any Guarantor.

“ Intellectual Property ” shall have the meaning provided in Section 8.13 hereof.

“ Intercreditor Agreement ” means the Intercreditor Agreement, dated as of the Closing Date, among the ABL Collateral Agent, the Collateral Agent, each Additional First Lien Collateral Agent (as defined in the Intercreditor Agreement) from time to time party thereto and each Additional Second Lien Collateral Agent (as defined in the Intercreditor Agreement) from time to time party thereto, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“ Interest Period ” shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9 hereof.

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“ Interim Loan Conversion Date ” shall mean October 9, 2016 or, if such date is not a Business Day, the next succeeding Business Day.

“ Investment Grade Rating ” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P, an equivalent rating by any other Rating Agency.

“ Investment Grade Securities ” shall mean:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers and distributors, commission, travel and similar advances to employees, directors, officers, managers, distributors and consultants in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 9.5 hereof:

(1) “Investments” shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by Holdings or a Restricted Subsidiary in respect of such Investment.

“ Joint Bookrunners ” shall mean BMO Capital Markets Corp. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch.

“ Joint Lead Arrangers ” shall mean BMO Capital Markets Corp. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch.

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“ Lender ” shall have the meaning provided in the preamble to this Agreement.

“ Lender Default ” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or (b) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with the obligations under Section 2.1(a) hereof, or (c) a Lender becoming the subject of a bankruptcy or insolvency proceeding.

“ LIBOR Loan ” shall mean any Senior Interim Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Rate ” shall mean, for any Interest Period with respect to a LIBOR Loan in Dollars, the rate per annum equal to the greater of (a) the rate per annum equal to the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making the LIBOR Rate available) LIBOR Rate ("ICE LIBOR Rate"), as published by Reuters (or other commercially available source providing quotations of ICE LIBOR Rate as designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the "LIBOR Rate" for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the LIBOR Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by such other authoritative source (as is selected by Administrative Agent in its sole reasonable discretion) to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period and (b) 1.0% per annum.

“ Legal Holiday ” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York, the Province of Ontario (Canada) or place of payment, or, London for purposes of the definition of “LIBOR Rate”. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

“ Lien ” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, or any other agreement to give a security interest in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes, including the PPSA) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“ Loan ” shall mean any Senior Interim Loan or Senior Term Loan made by any Lender hereunder.

“ Loan Documents ” shall mean this Agreement, the Fee Letter, the Guarantees and the Collateral Documents.

“ Loan Party ” shall mean the Borrower, the Guarantors and each other Subsidiary of the Borrower that is a party to a Loan Document.

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“ Material Adverse Effect ” shall mean a material adverse effect on the condition (financial or otherwise), properties, business, assets, management, financial position, shareholders’ equity or results of operations of Holdings and its subsidiaries taken as a whole.

“ Material Subsidiary ” shall have the meaning provided in Section 8.10 hereof.

“ Maturity Date ” shall mean (a) if the Loans have not been converted to Senior Term Loans, October 9, 2016 or, if such date is not a Business Day, the next succeeding Business Day, or (b) if the Loans have been converted to Senior Term Loans, October 9, 2022 or, if such date is not a Business Day, the next succeeding Business Day (with respect to clause (b) only, the “ Term Loan Maturity Date ”).

“ Money Laundering Laws ” shall have the meaning provided in Section 8.22 hereof.

“ Moody’s ” shall mean Moody’s Investors Service, Inc. and any successor to its rating agency business.

“ Mortgage ” shall have the meaning provided in Section 8.17 hereof.

“ Mortgaged Property ” shall have the meaning provided in Section 8.17 hereof.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Cash Proceeds ” shall mean, with respect to any Prepayment Event, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of Holdings or any of the Restricted Subsidiaries in respect of such Prepayment Event, as the case may be, less (b) the sum of:

(i) the amount, if any, of all taxes paid or estimated to be payable by Holdings or any of the Restricted Subsidiaries in connection with such Prepayment Event,

(ii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by Holdings or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,

(iii) the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event, and (iv) reasonable and customary fees paid by the Borrower or a Restricted Subsidiary in connection with any of the foregoing,

in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

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“ Net Proceeds ” shall mean the aggregate Cash Equivalents proceeds received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Agreement (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than required by clause (1) of the second paragraph of Section 9.8 ) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Holdings or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Holdings or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“ North American ABL Facility ” means that certain Seventh Amended and Restated Credit Agreement dated as of July 27, 2012, as amended from time to time, among Holdings, the Borrower, each of the financial institutions and other entities from time to time parties thereto, certain affiliates of the borrowers as obligors and Bank of Montreal as agent, including any related notes, collateral documents, letters of credit and guarantees, instruments and agreements executed in connection therewith, and any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) and any indenture, guarantees, credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, exchange, supplement or refinance any part of the loans, notes, guarantees, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 9.7 and, if applicable, Section 9.10 ) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“ Non-Consenting Lender ” shall have the meaning provided in Section 13.7(b) hereof.

“ Non-Defaulting Lender ” shall mean and include each Lender other than a Defaulting Lender.

“ Non-U.S. Lender ” shall mean any Lender that is not a “United States person” as defined under Section 7701(a)(30) of the Code.

“ Notice of Borrowing ” shall have the meaning provided in Section 2.3(a) hereof.

“ Notice of Conversion or Continuation ” shall have the meaning provided in Section 2.6(a) hereof.

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“ Obligations ” shall mean any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, provincial, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“ Officer ” shall mean with respect to a Person, the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person or any other officer of such Person designated by any such individuals.

“ Officer’s Certificate ” shall mean a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in this Agreement.

“ Opinion of Counsel ” shall mean a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. The counsel may be an employee of or counsel to Holdings or the Borrower or the Administrative Agent.

“ Opta Minerals Disposition ” means the direct or indirect sale, transfer or other disposition of all or any part of the Capital Stock or assets of Opta Minerals Inc. (for the avoidance of doubt, including a sale, transfer or other disposition of Capital Stock of any Person owning such Capital Stock or assets, so long as substantially all of the Capital Stock or assets of such Person consists of such Capital Stock or assets).

“ Other Intellectual Property ” shall have the meaning provided in Section 8.13 hereof.

“ Other Taxes ” shall mean any and all present or future stamp, registration, documentary, intangible, recording, filing or any other similar excise or property taxes (including interest, fines, penalties, additions to tax and related, reasonable, out-of-pocket expenses with regard thereto) arising from any payment made hereunder or made under any other Loan Document or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Loan Document; provided that such term shall not include any of the foregoing Taxes (i) that result from an assignment, grant of a participation pursuant to Section 13.6(c) or transfer or assignment to or designation of a new lending office or other office for receiving payments under any Loan Document (“ Assignment Taxes ”) to the extent such Assignment Taxes are imposed as a result of a present or former connection between the assignor/participating Lender and/or the assignee/Participant and the taxing jurisdiction (other than a connection arising solely from any Loan Documents or any transactions contemplated thereunder), except to the extent that any such action described in this proviso is requested or required by the Borrower, or (ii) that are Excluded Taxes.

“ Overnight Rate ” shall mean, for any day the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, as the case may be, in accordance with banking industry rules on interbank compensation.

“ Parity Lien Debt ” means the principal amount of:

(1) the Loans initially issued by the Borrower under this Agreement together with the related Guarantees of the Guarantors; and

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(2) any Permitted Additional Parity Debt.

“ Parity Lien Documents ” means the Loan Documents and any additional indenture, credit facility or other agreement pursuant to which any Parity Lien Debt is incurred and the Collateral Documents related thereto (other than any Collateral Documents that do not secure Parity Lien Obligations), as each may be amended, amended and restated, supplemented or otherwise modified.

“ Parity Lien Obligations ” means Parity Lien Debt and all other Obligations in respect thereof, together with Hedging Obligations that are secured, or intended to be secured, under the Parity Lien Documents if the provider of such Hedging Obligations has agreed to be bound by the terms of the Intercreditor Agreement or such provider’s interest in the Collateral is subject to the terms of the Intercreditor Agreement.

“ Participant ” shall have the meaning provided in Section 13.6(c) hereof.

“ Patriot Act ” shall have the meaning provided in Section 13.19 hereof.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“ Pension Act ” shall mean the Pension Protection Act of 2006, as it presently exists or as it may be amended from time to time.

“ Perfection Certificate ” shall have the meaning ascribed to such term in the U.S. Security Agreement.

“ Permit ” shall have the meaning provided in Section 8.15 hereof.

“ Permitted Additional Parity Debt ” means obligations under any Additional Parity Debt; provided that after giving effect to the Incurrence of any such Indebtedness the Consolidated Secured Leverage Ratio of Holdings and the Restricted Subsidiaries shall be less than or equal to 4.5:1.0.

“ Permitted Asset Swap ” shall mean means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with the covenant described under Section 9.8 ; provided further that the assets received are pledged as Collateral to the extent required by the Collateral Documents (except to the extent the Lien thereon is released by the lenders under the North American ABL Facility to the extent that the assets disposed of constituted Collateral).

“ Permitted Bank Product Obligations ” means, all Obligations of the Borrower or any Guarantor incurred in the ordinary course of business, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, which may arise under, out of, or in connection with any Bank Products and all Hedging Obligations not for speculation purposes, to any person that is or was a lender (or an affiliate thereof) or the administrative agent (or an affiliate thereof) under the North American ABL Facility at the time the agreements or arrangements in respect of such services were entered into that are secured, or intended to be secured, under an ABL Debt Document, if the provider of such Permitted Bank Product Obligations has agreed to be bound by the terms of the Intercreditor Agreement or such provider’s interest in the Collateral is subject to the terms of the Intercreditor Agreement.

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“ Permitted Exceptions ” shall have the meaning provided in Section 8.17 hereof.

“ Permitted Investments ” means:

(1) any Investment in Holdings or any of its Restricted Subsidiaries;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by Holdings or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or a division, business unit or product line, including any research and development and related assets in respect of any product), or is liquidated into, Holdings or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer;

(4) any Investment in securities or other assets, including earnouts, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under this Agreement;

(6) Hedging Obligations permitted under Section 9.7(b)(9) hereof;

(7) any Investment in a Similar Business, an Unrestricted Subsidiary or a joint venture having an aggregate fair market value taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed the greater of (a) $15.0 million and (b) 1.00% of Consolidated Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided , however , that if any Investment pursuant to this clause (7) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (7);

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(8) guarantees of Indebtedness permitted under Section 9.7 hereof performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of Holdings or any Restricted Subsidiary in compliance with Section 9.10 hereof ;

(9) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 9.9(b) hereof (except transactions described in clauses (2) and (4) of such paragraph);

(10) (a) advances to, or guarantees of Indebtedness of, employees not in excess of $2.0 million outstanding at any one time, in the aggregate; and (b) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of Holdings;

(11) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by Holdings or any of its Restricted Subsidiaries;

(12) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice;

(13) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business;

(14) repurchases of Loans;

(15) investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(16) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (16) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed the greater of (x) $15.0 million or (y) 1.00% of the Consolidated Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided , however , that if any Investment pursuant to this clause (16) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (16);

(17) Investments received in compromise or resolution of litigation, arbitration or other disputes;

(18) Investments by Holdings and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business;

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(19) any Investment acquired by Holdings or any of its Restricted Subsidiaries:

(a) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or

(c) as a result of a foreclosure by Holdings or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(20) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Holdings; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 9.5(a) hereof;

(21) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or other assets or purchases of contract rights or licenses or contributions of intellectual property, in each case, in the ordinary course of business or consistent with past practice;

(22) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to Holdings or any Restricted Subsidiary;

(23) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;

(24) Investments consisting of promissory notes issued by the Borrower or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of Holdings or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings, to the extent the applicable Restricted Payment is a permitted by Section 9.5 hereof;

(25) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(26) Investments in joint ventures of Holdings or any of its Restricted Subsidiaries existing on the Closing Date in an amount having an aggregate fair market value not to exceed $10 million at any one time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

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(27) Investments made in connection with crop financing and related activities, including advances or loans to growers, (i) in the ordinary course of business or consistent with past practice (which shall not be limited in amount) plus (ii) in an amount having an aggregate fair market value not to exceed $10 million at any one time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through (27) above, or is otherwise entitled to be incurred or made pursuant to Section 9.5 , Holdings will be entitled to classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth under Section 9.5 hereof;

“ Permitted Liens ” shall mean, with respect to any Person:

(1) Liens securing the Loans and the related Guarantees;

(2) Liens securing (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was incurred pursuant to clause (1) of Section 9.7(b) and (y) obligations of Holdings or any Subsidiary in respect of any Bank Products or Hedging Obligations provided by any arranger, agent or lender party to any Credit Facility or any Affiliate of such arranger, agent or lender (or any Person that was an arranger, agent or lender or an Affiliate of an arranger, agent or lender at the time the applicable agreements pursuant to which such Bank Products or Hedging Obligations are provided or were entered into); provided , however , that the holders of such Indebtedness and/or obligations (or their respective duly appointed representative) shall, to the extent not then a party to the Intercreditor Agreement, execute a joinder to the Intercreditor Agreement in the form attached thereto agreeing to be bound thereby;

(3) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory or similar obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

(4) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’ and similar Liens, in each case for sums not yet overdue for a period of more than 90 days or remain payable without penalty or being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the book of such person in accordance with GAAP or other Liens arising out of judgments or awards not constituting an Event of Default under this Agreement;

(5) Liens for taxes, assessments or other governmental charges not yet overdue or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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(6) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Closing Date;

(7) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (4), (10), (11), (15), (16) or (23) of Section 9.7(b) and; provided that (a) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock to be incurred pursuant to clause (4) or (23) of Section 9.7(b) extend only to the assets so purchased, leased or improved and any accessions or extensions thereof; (b) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (10) of Section 9.7(b) relate only to Obligations relating to Refinancing Indebtedness that (i) is secured by Liens on the same assets as the assets securing the Refinancing Indebtedness (other than after-acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof) or (ii) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (3) (solely to the extent such Indebtedness was secured by a Lien prior to such refinancing), (4), (15), (16) or (23) (solely to the extent such Indebtedness was secured by a Lien prior to such refinancing) of the Section 9.7(b) and (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (11)(y) of Section 9.7(b) shall only be permitted if such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with or into Holdings or any Restricted Subsidiary, in any transaction to which such Indebtedness relates;

(8) Liens existing on the Closing Date or pursuant to agreements in existence on the Closing Date (which may include Liens on after-acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof), including Liens securing any Refinancing Indebtedness secured by such Liens;

(9) (a) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , that such Liens may not extend to any other property or other assets owned by Holdings or any of its Restricted Subsidiaries (other than after-acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof); and (b) Liens on property or other assets at the time Holdings or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into Holdings or any of its Restricted Subsidiaries; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided , further , that the Liens may not extend to any other property owned by Holdings or any of its Restricted Subsidiaries;

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(10) Liens or deposits securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary permitted to be incurred in accordance with Section 9.7 hereof;

(11) Liens securing (x) Hedging Obligations; provided that, with respect to Hedging Obligations relating to Indebtedness, such Indebtedness is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Hedging Obligations and (y) obligations in respect of Bank Products;

(12) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9), this clause (12) and clause (17) hereof; provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such property (other than after-acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after-acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof)), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater committed amount, of the Indebtedness described under clauses (7), (8), (9), this clause (12) and clause (17) hereof at the time the original Lien became a Permitted Lien under this Agreement, and (ii) an amount necessary to pay any fees and expenses, including original issue discount, upfront fees or similar fees and premiums (including tender premiums and accrued and unpaid interest), related to such modification, refinancing, refunding, extension, renewal or replacement;

(13) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.7 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(14) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(15) Liens arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of goods entered into by Holdings or any Restricted Subsidiary in the ordinary course of business;

(16) Liens solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement;

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(17) Liens securing Permitted Additional Parity Debt;

(18) easements, rights-of-way, encroachments, covenants, conditions, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of Holdings;

(19) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(20) Liens arising from UCC (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by Holdings and the Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary UCC (or equivalent statute) financing statements or similar public filings;

(21) licenses and sublicenses granted by Holdings or a Restricted Subsidiary and leases and subleases (by Holdings or any Restricted Subsidiary as lessor or sublessor) to third parties in the ordinary course of business not materially interfering with the business of Holdings;

(22) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC (or equivalent statute) or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC (or equivalent statute);

(23) Liens that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and the Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(24) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(25) Liens securing financings of insurance premiums, which such Liens attach solely to the insurance policies financed and the proceeds thereof;

(26) Liens on brokerage accounts incurred in the ordinary course of business securing obligations to settle trades made by Holdings or the Restricted Subsidiaries;

(27) the rights reserved to or vested in municipalities or governmental or other public authorities or agencies by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land to terminate any such leases, licenses, franchises, grants or permits or to require annual or other payments as a condition to the continuance thereof;

(28) deposits with public utilities or to any municipalities or governmental or other public authorities when required by the utility, municipality, governmental or other public authority in connection with the supply of services or utilities to Holdings or any Restricted Subsidiary;

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(29) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by Holdings and the Restricted Subsidiaries in the ordinary course of business;

(30) Liens in favor of Holdings or any Restricted Subsidiary;

(31) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance or discharge of Indebtedness, provided that such defeasance or discharge is not prohibited by this Agreement;

(32) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by this Agreement is issued;

(33) other Liens securing obligations in an aggregate amount at any one time outstanding not to exceed $20.0 million;

(34) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar trade obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(35) Liens on equipment of Holdings or any of its Restricted Subsidiaries granted in the ordinary course of business to Holdings’ clients;

(36) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(37) Liens securing obligations owed by Holdings or any Restricted Subsidiary to any lender under the North American ABL Facility or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds;

(38) ground leases in respect of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are located;

(39) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; and

(40) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be applied against the purchase price for such Investment.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. For purposes of determining compliance with this definition, (a) Permitted Liens (other than Liens incurred pursuant to clause (17) above) need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (b) in the event that a Lien (or any portion thereof) (other than a Lien incurred pursuant to clause (17) above) meets the criteria of one or more categories of Permitted Liens described above, Holdings shall, in its sole discretion, classify (or later reclassify) such item of Permitted Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Liens in one of the above clauses and such Lien will be treated as having been incurred pursuant to only one of such clauses.

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“ Person ” shall any individual, corporation, limited liability company, partnership (including a limited partnership), joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or any other entity.

“ Personal Property Collateral ” shall have the meaning provided in Section 8.17 hereof.

“ PIPE Securities” shall mean up to US$85.0 million of Series A exchangeable preferred shares or other Preferred Stock issued or to be issued by the Borrower and exchangeable for Capital Stock of Holdings, the net proceeds of which PIPE Securities are applied to repay or prepay Senior Interim Loans, Senior Term Loans, Senior Notes or Senior Take-out Notes.

“ Plan ” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) the Borrower or an ERISA Affiliate.

“ Platform ” shall have the meaning provided in Section 13.18(c) .

“ PPSA ” means the Personal Property Security Act (Ontario) and/or any other comparable act in force in another Canadian province (including Quebec) that is applicable to the Collateral, as in effect from time to time.

“ Preferred Stock ” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Preliminary Offering Memorandum ” shall mean the preliminary confidential offering memorandum of the Borrower dated September 28, 2015.

“ Prepayment Event ” shall mean any issuance or incurrence by Holdings or any of the Restricted Subsidiaries of any (i) Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 9.7(b) hereof other than in the case of Section 9.7(b)(14) hereof with respect to any refinancing of Senior Indebtedness incurred under Section 9.7(b)(2) ) or (ii) Equity Offering (together with any equity issuance excluded from such definition pursuant to clause (7) of the definition thereof).

“ prime rate ” shall mean the “prime rate” referred to in the definition of “ABR.”

“ Purchase and Sale Agreement ” shall have the meaning provided in the preamble to this Agreement.

“ Purchase Money Obligations ” mean Indebtedness incurred to finance or refinance the acquisition or leasing by Holdings or a Restricted Subsidiary of such asset, including additions and improvements or the installation, construction, improvement or restoration of such asset and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person owning such property or assets); provided that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further that such Indebtedness is incurred within 365 days after such acquisition or lease of, or the completion of construction of, such asset by Holdings or Restricted Subsidiary.

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“ Qualified Proceeds ” shall the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“ Rating Agencies ” shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the applicable security or other investment publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Holdings which shall be substituted for Moody’s or S&P or both, as the case may be.

“ Refunding Capital Stock ” shall have the meaning provided in Section 9.5(b)(2)(a) hereof.

“ Register ” shall have the meaning provided in Section 13.6(b)(iv) hereof.

“ Registered Intellectual Property ” shall have the meaning provided in Section 8.13 hereof.

“ Regulation T ” shall mean Regulation T of the Board of Governors as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“ Regulation U ” shall mean Regulation U of the Board of Governors as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“ Regulation X ” shall mean Regulation X of the Board of Governors as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“ Related Business Assets ” shall mean assets (other than Cash Equivalents) used or useful in a Similar Business, provided that any assets received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“ Reportable Event ” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than any event as to which the thirty day notice period has been waived.

“ Reporting Jurisdiction ” shall have the meaning provided in Section 8.3 hereof.

“ Required Lenders ” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the Loans (excluding the Loans of Defaulting Lenders) in the aggregate at such date.

“ Requirement of Law ” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

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“ Restricted Investment ” shall mean an Investment other than a Permitted Investment.

“ Restricted Payment ” shall have the meaning provided in Section 9.5 hereof.

“ Restricted Subsidiary ” shall mean, at any time, any direct or indirect Subsidiary of Holdings that is not then an Unrestricted Subsidiary; provided that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” The Borrower shall at all times be a Restricted Subsidiary.

“ S&P ” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“ Sale and Lease-Back Transaction ” means any arrangement providing for the leasing by Holdings or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Holdings or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“ Sanctions ” shall have the meaning provided in Section 8.22 hereof.

“ Sanctioned Country ” shall have the meaning provided in Section 8.22 hereof. “ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Secured Debt Documents ” means collectively, the ABL Debt Documents and the Parity Lien Documents.

“ Secured Indebtedness ” shall mean any Indebtedness Holdings or any of its Restricted Subsidiaries secured by a Lien.

“ Secured Obligations ” means Obligations under the Loan Documents.

“ Secured Parties ” means, the Administrative Agent, the Collateral Agent, each Lender and each other holder of, or oblige in respect of, any Secured Obligations in respect of the Loans outstanding at any such time.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Security Agreements ” means the U.S. Security Agreement and each other security document, dated as of the Closing Date or thereafter, among the Borrower, Holdings, the other grantors party thereto and/or the Collateral Agent, as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

“ Senior Fixed Rate ” shall mean 9.5% per annum .

“ Senior Indebtedness ” means:

(1) all Indebtedness of the Borrower or any Guarantor outstanding under the North American ABL Facility and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Borrower or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Closing Date or thereafter created or incurred) and all obligations of the Borrower or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

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(2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Bank Products (and guarantees thereof) owing to a lender under the North American ABL Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be, are permitted to be incurred under the terms of this Agreement;

(3) any other Indebtedness of the Borrower or any Guarantor permitted to be incurred under the terms of this Agreement, unless the instrument under which such Indebtedness is incurred expressly provides that it is or subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); provided that Senior Indebtedness shall not include:

(a) any obligation of such Person to Holdings or any of Holding’s Subsidiaries;

(b) any liability for federal, state, provincial, local or other taxes owed or owing by such Person;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Agreement.

“ Senior Interim Loan Commitment ” shall mean (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such Lender’s “Senior Interim Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Senior Interim Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the total Senior Interim Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Senior Interim Loan Commitments as of the Closing Date is $330,000,000.

“ Senior Interim Loans ” shall have the meaning provided in Section 2.1(a) hereof.

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“ Senior Interim Loans Requested Amount ” shall have the meaning provided in Section 2.3(a) hereof.

“ Senior Loans ” shall mean Senior Interim Loans and/or Senior Term Loans, as the context requires.

“ Senior Notes ” shall mean senior notes due 2022, to be issued in connection with the exchange for the Senior Term Loans under the Senior Refinancing Indenture, in an aggregate principal amount of up to $330,000,000 (less the amount of any Senior Take-out Notes and any Senior Interim Loans and Senior Term Loans that remain outstanding after the issuance of the Senior Notes), together with interest, fees and all other amounts payable in connection therewith, and for purposes of Section 5.2 hereof, any senior debt securities issued in connection with the refinancing of the Senior Interim Loans.

“ Senior Refinancing Indenture ” shall mean the indenture pursuant to which the Senior Notes shall be issued, to be entered into in connection with the exchange of the Senior Term Loans, among the Borrower, the Guarantors and a trustee, having terms substantially as set forth in the form of indenture attached as Exhibit B hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

“ Senior Take-out Notes ” shall have the meaning provided in the recitals to this Agreement.

“ Senior Take-out Notes Indenture ” shall have the meaning provided in the recitals to this Agreement.

“ Senior Take-out Notes Offering ” shall have the meaning provided in the recitals to this Agreement.

“ Senior Unsecured Indebtedness ” of a Person shall mean any Indebtedness of such Person that ranks pari passu in right of payment with the Loans, but is not secured by a Lien on any assets of such Person or its Affiliates.

“ Senior Term Loans ” shall have the meaning provided in Section 2.14(a) hereof.

“ Significant Subsidiary ” shall mean any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1 02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date.

“ Similar Business ” shall mean (1) any business engaged or proposed to be engaged in by Holdings or any of its Restricted Subsidiaries on the Closing Date and any reasonable extension thereof, and (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Holdings and the Restricted Subsidiaries are engaged or proposed to be engaged on the Closing Date.

“ Specified Discount ” shall have the meaning provided in Section 5.1(b)(ii) hereof.

“ Specified Discount Prepayment Amount ” shall have the meaning provided in Section 5.1(b)(ii) hereof.

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“ Specified Discount Prepayment Response ” means the irrevocable written response by each Lender, in form reasonably satisfactory to the Borrower and the Administrative Agent, to a Specified Discount Prepayment Notice.

“ Specified Discount Prepayment Response Date ” shall have the meaning provided in Section 5.1(b)(ii) hereof.

“ Specified Discount Proration ” shall have the meaning provided in Section 5.1(b)(iv) hereof.

“ Specified Representations ” shall mean the representations and warranties with respect to the Borrower set forth in Sections 8.1 (with respect to the Loan Parties), 8.2 , 8.3(b) , 8.5 , 8.7 , 8.17, 8.18 , 8.21 (with respect to the incurrence of the Loans and the use of proceeds thereof) and 8.22 (with respect to the incurrence of the Loans and the use of proceeds thereof) of this Agreement.

“ SPV ” shall have the meaning provided in Section 13.6(g) hereof.

“ Subordinated Indebtedness ” shall mean, with respect to the Loans,

(1) any Indebtedness of Holdings which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“ Subsidiary ” shall mean, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“ Subsidiary Guarantor ” means each Subsidiary of Holdings, if any, that Guarantees the Loans in accordance with the terms of this Agreement.

“ Successor Company ” shall have the meaning provided in Section 9.14(a)(1) hereof.

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“ Target ” shall mean Sunrise Holdings (Delaware), Inc.

“ Taxes ” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“ Transaction Expenses ” shall mean any fees or expenses incurred or paid by Holdings or any Restricted Subsidiary in connection with the Transactions (including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, expenses in connection with hedging transactions related to the North American ABL Facility and any original issue discount or upfront fees) and this Agreement and the transactions contemplated thereby.

“ Transactions ” shall mean, collectively, the Acquisition, the issuance of the Senior Interim Loans and the Guarantees thereof on the Closing Date, the borrowings under the North American ABL Facility on the Closing Date, the Common Stock Offering, the Debt Repayment, the payment of the Transaction Expenses, the Take-out Notes Offering and the other transactions contemplated by this Agreement and the Loan Documents (including the Closing Date Loans) and the other transactions in connection therewith or incidental thereto.

“ Transferee ” shall have the meaning provided in Section 13.6(e) hereof.

“ Treasury Capital Stock ” shall have the meaning provided in Section 9.5(b)(2)(a) hereof.

“ Trustee ” shall have the meaning provided in Section 2.14(b)(iv) hereof.

“ Type ” shall mean as to any Loan, its nature as an ABR Loan or a LIBOR Loan.

“ UCC ” or “ Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“ Unrestricted Subsidiary ” shall mean:

(1) Opta Minerals Inc. and its Subsidiaries;

(2) any Subsidiary of Holdings which at the time of determination is an Unrestricted Subsidiary (as designated by Holdings, as provided below); and

(3) any Subsidiary of an Unrestricted Subsidiary.

Holdings may designate any Subsidiary of Holdings other than the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Holdings or any Subsidiary of Holdings (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

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(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Holdings;

(2) such designation complies with Section 9.5 hereof; and

(3) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary.

Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either (a) Holdings could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (b) the Fixed Charge Coverage Ratio for Holdings and the Restricted Subsidiaries would be equal to or greater than such ratio for Holdings and the Restricted Subsidiaries immediately prior to such designation, in each case, on a pro forma basis taking into account such designation.

Any such designation by Holdings shall be notified by Holdings to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of Holdings or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“ U.S. ” or “ United States ” shall mean the United States of America.

“ U.S. Lender ” shall have the meaning provided in Section 5.4(h) hereof.

“ U.S. Security Agreement ” shall mean the Second Lien Security Agreement, dated as of the Closing Date, among the Borrower, Holdings the other grantors party thereto and the Collateral Agent, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments;

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provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased (the “ Applicable Indebtedness ”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded.

“ Wholly-Owned Subsidiary ” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

1.2. Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including”; the words “to” and “until” each shall mean “to but excluding”; and the word “through” shall mean “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(h) Any reference to any Person shall be constructed to include such Person’s successors or assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof.

(i) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(j) The word “will” shall be construed to have the same meaning as the word “shall”.

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(k) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(l) Any definition of, or reference to, any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, renewed, extended, supplemented or otherwise modified from time to time.

(m) To the extent any provision of the Senior Refinancing Indenture is deemed to be incorporated and set forth in this Agreement, (i) any reference to the “Issuer” in the Senior Refinancing Indenture shall be deemed to be a reference to the Borrower, (ii) any reference to the “Company” in the Senior Refinancing Indenture shall be deemed to be a reference to Holdings, (iii) any reference to a “Holder” in the Senior Refinancing Indenture shall be deemed to be a reference to a Lender, (iv) any reference to the “Trustee” in the Senior Refinancing Indenture shall be deemed to be a reference to the Administrative Agent, (v) any reference to the “Notes” in the Senior Refinancing Indenture shall be deemed to be a reference to the Loans, (vi) any reference to “this Indenture” in the Senior Refinancing Indenture shall be deemed to be a reference to this Agreement and the other Loan Documents, in each case as the context may require and (vii) any reference to the “Notes Collateral Agent” in the Senior Refinancing Indenture shall be deemed to be a reference to the Collateral Agent.

1.3. Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP.

1.4. Rounding . Any financial ratios required to be maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5. References to Agreements, Laws, Etc . Unless otherwise expressly provided herein, (a) references to organizational documents, agreements (including the Loan Documents) shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law.

1.6. [Reserved]

SECTION 2. Amount and Terms of Credit

2.1. Commitments .

(a) Subject to and upon the terms and conditions herein set forth, each Lender having a Senior Interim Loan Commitment severally agrees to make a loan or loans (each a “ Senior Interim Loan ”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Interim Loans shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and in the aggregate shall not exceed $330,000,000.

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Such Senior Interim Loans (i) shall be incurred and maintained (except as provided in Section 2.6 and 2.10 hereof) as LIBOR Loans, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Senior Interim Loan Commitment.

On the Maturity Date, the Borrower shall repay all then unpaid Loans in full in Dollars.

(b) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 hereof shall apply).

2.2. Maximum Number of Borrowings . More than one Borrowing may be incurred on any date, provided that at no time shall there be outstanding more than ten Borrowings of LIBOR Loans under this Agreement.

2.3. Notice of Borrowing .

(a) The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 9:00 a.m. (New York City time) on the date of Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of the Senior Interim Loans. Such notice (a “ Notice of Borrowing ”) shall specify (i) the aggregate principal amount of the Senior Interim Loans to be borrowed (the “ Senior Interim Loans Requested Amount ”) (such Senior Interim Loans Requested Amount not to exceed the aggregate Senior Interim Loan Commitments of all Lenders), (ii) the date of the Borrowing (which shall be the Closing Date) and (iii) the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Senior Interim Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

(b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Officer of the Borrower.

2.4. Disbursement of Funds .

(a) No later than 10:00 a.m. (New York City time) on the date of the Borrowing or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions each Lender will make available its pro rata portion of each Borrowing requested.

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(b) Each Lender shall make available all amounts it is to fund to the Borrower under the Borrowing for its applicable Senior Interim Loan Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8 hereof, for the respective Loans.

(c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

2.5. Repayment of Loans; Evidence of Debt .

(a) The Borrower shall repay to the Administrative Agent, for the benefit of the Lenders, on the Maturity Date, the then-outstanding Loans, in Dollars.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 13.6(b)(iv) hereof, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the Register and accounts and subaccounts maintained pursuant to clauses (b) and (c) of this Section 2.5 shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

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2.6. Conversions and Continuations .

(a) Subject to the penultimate sentence of this clause (a), (i) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $500,000 (and multiples of $100,000 in excess thereof) of the outstanding principal amount of Senior Interim Loans of one Type into a Borrowing or Borrowings of another Type and (ii) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided that (A) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the $500,000, (B) ABR Loans may not be converted into LIBOR Loans if an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (C) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (D) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 . Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (1) three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of LIBOR Loans or (2) one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in the case of a conversion into ABR Loans (each, a “ Notice of Conversion or Continuation ”) specifying the Senior Interim Loans to be so converted or continued, the Type of Senior Interim Loans to be converted into or continued and, if such Senior Interim Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Senior Interim Loans.

(b) If any Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, the Borrower shall be deemed to have elected to continue such Borrowing of LIBOR Loans as a Borrowing of LIBOR Loans with an Interest Period equal to the expired Interest Period, effective as of the expiration date of such current Interest Period.

2.7. Pro Rata Borrowings . Each Borrowing of Senior Interim Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Senior Interim Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Loan Documents shall not release any Person from performance of its obligation under any Loan Document.

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2.8. Interest .

(a) The unpaid principal amount of each Senior Interim Loan that is an ABR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be equal to the lesser of (i) the Senior Fixed Rate and (ii) the Applicable ABR Margin plus the ABR, in effect from time to time; provided that, immediately upon the occurrence of a Demand Failure Event, the interest rate on the Senior Loans shall increase to the Senior Fixed Rate.

(b) The unpaid principal amount of each Senior Interim Loan that is a LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be equal to the lesser of (i) the Senior Fixed Rate and (ii) the Applicable LIBOR Margin plus the relevant LIBOR Rate, in each case, in effect from time to time; provided that, immediately upon the occurrence of a Demand Failure Event, the interest rate on the Senior Loans shall increase to the Senior Fixed Rate.

(c) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (the “ Default Rate ”) (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest, to the extent permitted by Requirements of Law, the rate described in Section 2.8(a) hereof plus 2% from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment).

(d) The unpaid principal amount of each Senior Term Loan shall bear interest at the Senior Fixed Rate.

(e) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in Dollars; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of a Senior Term Loan, every quarter beginning with the last business day of the first quarter following the Interim Loan Conversion Date, (iv) in respect of each Senior Interim Loan, on the Interim Loan Conversion Date and (v) in respect of each Loan, (A) on any prepayment (on the amount prepaid), (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand.

(f) All computations of interest hereunder shall be made in accordance with Section 5.5 hereof.

(g) The Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

2.9. Interest Periods . At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a) , the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower be a one, two, three or six-month period or (if available to all the Lenders making such LIBOR Loans as determined by such Lenders in good faith based on prevailing market conditions) any period shorter than one month requested by the Borrower.

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Notwithstanding anything to the contrary contained above:

(a) the initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(b) if any Interest Period relating to a Borrowing of LIBOR Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

(d) the Borrower shall not be entitled to elect any Interest Period in respect of any LIBOR Loan if such Interest Period would extend beyond the Interim Loan Conversion Date.

2.10. Increased Costs, Illegality, Etc .

(a) In the event that (x) in the case of clause (i) below, the Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i) on any date for determining the LIBOR Rate for any Interest Period prior to the earlier of (x) the occurrence of a Demand Failure Event and (y) the Interim Loan Conversion Date that (A) deposits in the principal amounts of the Senior Interim Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (B) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or

(ii) that, due to a Change in Law occurring at any time or after the Closing Date and prior to the earlier of (x) the occurrence of a Demand Failure Event and (y) the Interim Loan Conversion Date, which Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, (B) subject any Lender to any Tax with respect to any Loan Document or any LIBOR Loan made by it (other than (i) Taxes indemnifiable under Section 5.4 or (ii) Excluded Taxes), or (C) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans made by such Lender, which results in the cost to such Lender of making, converting into, continuing or maintaining LIBOR Loans hereunder increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be reduced; or

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(iii) at any time prior to the earlier of (x) the occurrence of a Demand Failure Event and (y) the Interim Loan Conversion Date, that the making or continuance of any LIBOR Loan has become unlawful as a result of compliance by such Lender in good faith with any Requirement of Law (or would conflict with any such Requirement of Law not having the force of law even though the failure to comply therewith would not be unlawful); then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, promptly (but no later than fifteen days) after receipt of written demand therefor such additional amounts as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.10 (b) as promptly as possible and, in any event, within the time period required by applicable Requirements of Law.

(b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii) , the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (i) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b) .

(c) If, after the Closing Date and prior to the earlier of (x) the occurrence of a Demand Failure Event and (y) the Interim Loan Conversion Date, any Change in Law relating to capital adequacy or liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly (but in any event no later than fifteen days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any applicable Requirement of Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c) , will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13 , release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.

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2.11. Compensation . If (a) any payment of principal of any LIBOR Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant to Sections 2.5, 2.6 , 2.10 , 5.1 , 5.2 or 13.7 , as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans is not made on the date specified in a Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan on the date specified in a Notice of Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan on the date specified in a Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2 , the Borrower shall after the Borrower’s receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent (within fifteen days after such request) for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan.

2.12. Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) , 2.10(a)(iii) , 2.10(c) or 5.4 with respect to such Lender, it will, if requested by the Borrower use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.10 or 5.4 .

2.13. Notice of Certain Costs . Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10 , 2.11 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10 , 2.11 or 5.4 , as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For the purposes of this Section 2.13 , a Lender does not have knowledge (and should not have knowledge) of the occurrence of an event giving rise to any Tax until such Lender is reasonably able to determine (or should have been able to determine) that such event did actually trigger such Tax.

2.14. P ermanent Refinancing .

(a) On the Interim Loan Conversion Date, all outstanding Senior Interim Loans shall be automatically converted into term loans (each, a “ Senior Term Loan ”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date and no Event of Default under Section 11.1(I)(f) or Section 11.1(I)(g) , in each case with respect to the Borrower, shall have occurred and be continuing; and

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(b) (i) On the 1 ^st and/or 15 ^th day of each calendar month (each, an “ Exchange Date ”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, but in any event no more than three times in each fiscal quarter, at the option of the applicable Lender, the Senior Term Loans may be exchanged in whole or in part for one or more Senior Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Term Loans; provided , however , that the Borrower shall not be required to issue Senior Notes in each case until the Borrower shall have received requests to issue at least $50,000,000 in aggregate principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, such lesser aggregate principal amount of Senior Term Loans outstanding at such time) of Senior Notes and that the amount of Senior Term Loans exchanged for Senior Notes in any exchange request must be in excess of $50,000,000 in principal amount (or if the aggregate principal amount of Senior Term Loans outstanding at such time is less than $50,000,000, must be equal to such lesser aggregate principal amount of Senior Term Loans outstanding at such time).

(ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “ Exchange Notice ”), substantially in the form of Exhibit D hereto, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture, the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed in accordance with the provisions of the Senior Refinancing Indenture. The Senior Notes shall be issued in the form set forth in the Senior Refinancing Indenture.

(iii) As more particularly provided in the Senior Refinancing Indenture, (A) Senior Notes issued pursuant to the Senior Refinancing Indenture shall bear interest at the Senior Fixed Rate and (B) Senior Notes issued pursuant to the Senior Refinancing Indenture (I) shall mature on October 9, 2022 and (II) shall be redeemable as set forth in the Senior Refinancing Indenture and the Senior Notes attached thereto.

(iv) Not later than five Business Days after the Exchange Date following delivery of any Exchange Notice, the Borrower shall (A) deliver a written notice to the trustee under the Senior Refinancing Indenture (the “ Trustee ”), directing such Trustee to authenticate and deliver Senior Notes as specified in the Exchange Notice and (B) use all commercially reasonable efforts to effect delivery of such Senior Notes to the requesting Lender.

(i) The Borrower shall have selected a bank or trust company reasonably acceptable to the Lenders to act as Trustee.

(ii) The Borrower shall have issued the Senior Notes pursuant to the Senior Refinancing Indenture substantially in the applicable form set forth therein, and the Borrower and each Guarantor shall have executed and delivered the Senior Refinancing Indenture.

(iii) The Borrower and each Guarantor shall have provided to the Administrative Agent copies of resolutions of its board of directors approving the execution and delivery of the Senior Refinancing Indenture and, in the case of the Borrower, the issuance of the Senior Notes, together with a customary certificate of the secretary of the Borrower or such Guarantor certifying such resolutions.

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(d) If the foregoing conditions set forth in Section 2.14(c) hereof are not satisfied with respect to a particular Exchange Notice, then the Lenders of the applicable Senior Term Loans shall retain all of their rights and remedies with respect to such Senior Term Loans pursuant to this Agreement until such conditions are satisfied and such Senior Term Loans are so exchanged for Senior Notes, subject to Section 13.1(b) . The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) hereof no later than ten Business Days after receipt of the first Exchange Notice, subject to the proviso in Section 2.14(b)(i) .

(e) Nothing in this Section 2.14 shall prevent or limit the ability of the Borrower from repaying or refinancing the Loans in any other manner not otherwise prohibited by this Agreement.

SECTION 3. [Reserved]

SECTION 4. Fees; Commitments

4.1. Administrative Agent’s Fees . The Borrower agrees to pay to the Administrative Agent the administrative agent fees in the amounts and on the dates as set forth in writing from time to time between the Administrative Agent and the Borrower.

4.2. Mandatory Termination of Commitments . The Senior Interim Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.

SECTION 5. Payments

5.1. Voluntary Prepayments .

(a) The Borrower shall have the right to prepay Loans without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to or (ii) in the case of ABR Loans or Senior Term Loans, one Business Day prior to, the date of such prepayment; (b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans or Senior Term Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than $5,000,000 and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11 hereof. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1 , such prepayment shall not be applied to any Loan of a Defaulting Lender.

(b) Notwithstanding anything in this Agreement to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Loans on the following basis:

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(i) The Borrower shall have the right to make a voluntary prepayment of Loans at a discount to par (such prepayment, the “ Discounted Loan Prepayment ”) pursuant to a Borrower Offer of Specified Discount Prepayment made in accordance with this Section 5.1(b) ; provided that the Borrower shall not initiate any action under this Section 5.1(b) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount.

(ii) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “ Specified Discount Prepayment Amount ”) and the specific percentage discount to par (the “ Specified Discount ”) of such Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the Lenders (the “ Specified Discount Prepayment Response Date ”).

(iii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “ Discount Prepayment Accepting Lender ”), the amount of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(iv) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Loans pursuant to this paragraph (b) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (ii); provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “ Specified Discount Proration ”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (v) below (subject to subsection (x) below).

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(v) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith.

(vi) If any Term Loan is prepaid in accordance with this subsection (b), the Borrower shall prepay such Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Loans on a pro rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Loans pursuant to this Section 5.1(b) shall be paid to the Discount Prepayment Accepting Lenders. The aggregate principal amount of Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Loan Prepayment.

(vii) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated pursuant to procedures consistent, with the provisions in this Section 5.1(b) , established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(viii) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 5.1(b) , each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(ix) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under this Section 5.1(b) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 5.1(b) as well as activities of the Auction Agent.

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(x) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Loan Prepayment at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to a Lender, as applicable, pursuant to this Section 5.1(b) shall not constitute a Default or Event of Default under this Agreement).

(c) Notwithstanding the foregoing and except to the extent provided in the Fee Letter as it relates to the Lenders party thereto, from and after the occurrence of a Demand Failure Event, in connection with each prepayment of Loans pursuant to this Section 5.1 or and each prepayment of Loans pursuant to Section 5.2 arising from any incurrence of Indebtedness described in clause (i) of the definition of “Prepayment Event”, the Borrower shall at the time of such prepayment to the Administrative Agent for the ratable benefit of Lenders whose Loans are being prepaid, a prepayment premium equal to the redemption premium then applicable to a redemption of Senior Notes under the Senior Refinancing Indenture (without regard to whether any Senior Notes are outstanding or the Senior Refinancing Indenture has been entered into).

(d) Notwithstanding the foregoing, on or after the Interim Loan Conversion Date, any repayment of Senior Loans may, at the option of the Borrower, be applied first to prepay the Senior Loans of the Committed Lenders (provided that if there is more than one such Commited Lender then such proceeds will be applied pro rata to prepay the Senior Loans of such Commited Lenders in proportion to the principal amount of Senior Loans held by such Commited Lenders) prior to being applied to prepay the Senior Loans held by other Lenders.

5.2. Mandatory Prepayments .

(a) Loan Prepayments . (i) Prior to the Interim Loan Conversion Date, on each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Prepayment Event, prepay, in accordance with clause (c) below Loans with principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the Borrower may, to the extent required by the ABL Facilities, apply such Net Cash Proceeds to prepay, repay or repurchase Indebtedness outstanding under such ABL Facilities within three Business Days after receipt thereof, prior to the application of such Net Cash Proceeds to prepay Loans; provided , further , that the Borrower shall not be required to make any prepayment pursuant to this Section 5.2(a), if and to the extent such prepayment is prohibited by, or would result in the violation by any Loan Party of, the terms of any First Lien Document (as defined in the Intercreditor Agreement).

(ii) At any time on or after the Interim Loan Conversion Date, the provisions of Section 5.2(a)(i) shall no longer be operative.

(b) [Reserved]

(c) Application to Repayment Amounts . Each prepayment of Senior Interim Loans required by Section 5.2(a)(i) hereof shall be applied on a pro rata basis based on the aggregate principal amount of Senior Interim Loans outstanding at such time ; provided that

(i) in the event that any Lender or Affiliate of a Lender purchases Senior Take-Out Notes pursuant to a Securities Demand (as defined in the Fee Letter) at an issue price above the price at which such Lender or such Affiliate has reasonably determined such Senior Take-Out Notes can be resold by such Lender or Affiliate to a bona fide third party at the time of such purchase (and notifies the Borrower thereof), the Net Cash Proceeds received by the Borrower in respect of the associated Prepayment Event may, at the option of the applicable Lender, be applied first to prepay the Senior Interim Loans of such Lender (provided that if there is more than one such Lender or Affiliate then such Net Cash Proceeds will be applied pro rata to prepay the Senior Interim Loans of such Lenders in proportion to such Lenders’ principal amount of Senior Take-Out Notes purchased from the Borrower) prior to being applied to prepay the Senior Interim Loans held by other Lenders . ; or

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(ii) in the event of the issuance of any PIPE Securities, the Net Cash Proceeds received by the Borrower in respect of any associated Prepayment Event may, at the option of the Borrower, be applied first to prepay the Senior Interim Loans of the Committed Lenders (provided that if there is more than one such Commited Lender then such Net Cash Proceeds will be applied pro rata to prepay the Senior Interim Loans of such Commited Lenders in proportion to the principal amount of Senior Interim Loans held by such Commited Lenders) prior to being applied to prepay the Senior Interim Loans held by other Lenders.

With respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) hereof for making such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender.

(d) Application to Loans . With respect to each prepayment of Loans required by Section 5.2(a) hereof or required or permitted by Section 9.8(b) hereof the Borrower may, if applicable, designate the types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11 hereof.

(e) [Reserved]

(f) LIBOR Interest Periods . In lieu of making any payment pursuant to this Section 5.2 or pursuant to Section 9.8(b ) hereof in respect of any LIBOR Loan other than on the last day of the Interest Period therefor so long as no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount in Dollars equal to the amount of the LIBOR Loan to be prepaid and such LIBOR Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for the LIBOR Loans to be so prepaid, provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2 .

5.3. Method and Place of Payment .

(a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto.

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(b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, in the Administrative Agent’s sole discretion, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

5.4. Net Payments .

(a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4 ) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are paid by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of a Lender, a certified copy of an official receipt received by the Borrower or such Guarantor showing payment thereof (or other evidence of such payment reasonably acceptable to the Administrative Agent).

(b) The Borrower shall timely pay and shall indemnify and hold harmless the Administrative Agent and each Lender with regard to any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority).

(c) The Borrower shall indemnify and hold harmless the Administrative Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4 ), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, or the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(e) Without limiting the generality of the foregoing, each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally entitled to do so:

(i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Non-U.S. Lender becomes a party to this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable successor form) (together with a certificate (substantially in the form of Exhibit J hereto) representing that such Non-U.S. Lender is not a bank (within the meaning of Section 881(c)(3)(A) of the Code), is not a “10 percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, is not a “ controlled foreign corporation” related to the Borrower (as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with a United States trade or business conducted by such Lender), (B) Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms and certifications described in clauses (A) and (B) above, as required) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and

(ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower and the Administrative Agent;

unless in any such case any Change in Law has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender promptly so advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(e) ; provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

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(f) If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion exercised in good faith, that it had received and retained a refund of an Indemnified Tax or Other Tax for which a payment has been made by the Borrower or any Guarantor pursuant to this Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by the Borrower or any Guarantor, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any taxes imposed on the refund) than it would have been in if the payment had not been required; provided that the Borrower or such Guarantor, upon the request of the Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or the Administrative Agent in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. In such event, such Lender or the Administrative Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or the Administrative Agent may delete any information therein that it deems confidential). A Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. No Lender nor the Administrative Agent shall be obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party in connection with this clause (f) or any other provision of this Section 5.4 .

(g) [Reserved].

(h) Each Lender and Agent that is a United States person under Section 7701(a)(30) of the Code (each, a “ U.S. Lender ”) shall deliver to the Borrower and the Administrative Agent two Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such Lender or Agent is exempt from United States federal backup withholding tax (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the Agent’s or Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.

(i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent 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 Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative 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 Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender or Agent has or has not complied with such Lender’s or Agent’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 5.4(i) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(j) The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

5.5. Computations of Interest . Interest on LIBOR Loans and Senior Term Loans shall be calculated on the basis of a 360-day year for the actual days elapsed and interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Administrative Agent’s prime rate and overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.

To the extent applicable, for the purposes of the Interest Act (Canada), whenever any interest or fee under the 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.

5.6. Limit on Rate of Interest .

(a) No Payment Shall Exceed Lawful Rate . Notwithstanding any other term of this Agreement, the Borrower shall not be obligated to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect to any of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

(b) Payment at Highest Lawful Rate . If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a result of Section 5.6(a) hereof, the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(a) Adjustment if Any Payment Exceeds Lawful Rate . If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any Requirement of Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable Requirements of Law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8 hereof.

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable Requirement of Law, then the Borrower shall be entitled, by notice in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.

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SECTION 6. Conditions Precedent to Initial Borrowing

The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1 .

6.1. Loan Documents . The Administrative Agent shall have received:

(a) this Agreement, executed and delivered by a duly authorized Officer of each of the Borrower, each Agent and each Lender; and

(b) the U.S. Security Agreement, executed and delivered by a duly authorized Officer of each of the Borrower and each Person that is a Guarantor as of the Closing Date.

6.2 . [Reserved] .

6.3. Legal Opinions . The Administrative Agent shall have received the executed legal opinions of (i) Simpson Thacher & Bartlett LLP, counsel to the Borrower, substantially in the form of Exhibit E-1 , (ii) Wildeboer Dellelce LLP and Stoel Rives LLP, counsel to the Borrower, substantially in the form of Exhibits E-2 and E-3 , respectively, and (iii) the general counsel of the Borrower in the form of Exhibit E-4 . The Borrower, the other Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.

6.4. Notice of Borrowing . The Borrower shall have delivered to the Administrative Agent a Notice of Borrowing.

6.5. Contemporaneous Debt Repayments . Substantially simultaneously with the initial Borrowing under this Agreement, the Debt Repayment shall have been consummated.

6.6. Closing Certificates . The Administrative Agent shall have received (i) a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit F-1 , with appropriate insertions, executed by the Secretary or any Assistant Secretary of each Loan Party, and attaching the documents referred to in Section 6.7 , (ii) a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit F-2 , with appropriate insertions, executed by the President or any Vice President of each Loan Party and (iii) such other closing certificates as it may reasonably request.

6.7. Authorization of Proceedings of Each Loan Party; Organizational Documents . The Administrative Agent shall have received (a) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managers of each Loan Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder and (b) true and complete copies of each of the organizational documents of each Person that is a Loan Party as of the Closing Date.

6.8. Fees . All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to any Commitment Letter in respect of the Senior Interim Loan Commitments, to the extent invoiced at least three Business Days prior to the Closing Date, shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Senior Interim Loans on the Closing Date).

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6.9. Representations and Warranties . On the Closing Date, the Company Representations shall be true and correct, but only to the extent that Holdings has (or its applicable affiliate has) the right to terminate Holdings’ (or such affiliate’s) obligations under the Purchase and Sale Agreement or decline to consummate the Acquisition as a result of a breach of such Company Representation and the Specified Representations shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the respective date or respective period, as the case may be).

6.10. Solvency Certificate . On the Closing Date, the Administrative Agent shall have received a certificate from the Chief Financial Officer, the Treasurer, the Vice President-Finance or any other senior financial officer of Holdings and the Borrower substantially in the form of Exhibit I .

6.11. Acquisition . The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under this Agreement shall be consummated, in all material respects in accordance with the terms of the Purchase and Sale Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).

6.12. Patriot Act . The Administrative Agent and the Joint Bookrunners shall have received all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent or the Joint Bookrunners at least ten Business Days prior to the Closing Date and as is mutually agreed to be required by U.S. and Canadian regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, OFAC and the FCPA, Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

6.13. Financial Statements . The Administrative Agent shall have received true, correct and complete copies of the Historical Financial Statements.

6.14. [Reserved] .

6.15. Material Adverse Effect . (a) Except as set forth on the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement), since December 31, 2014 through the date of the Purchase and Sale Agreement, there shall not have occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase and Sale Agreement) and (b) between the date of the Purchase and Sale Agreement and the Closing Date (as defined in the Purchase and Sale Agreement), there shall have been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase and Sale Agreement). Any disclosure with respect to a section or schedule of the Purchase and Sale Agreement (including any section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) shall be deemed to have been disclosed for other sections and schedules of the Purchase and Sale Agreement (including a section of the Seller Disclosure Schedule (as defined in the Purchase and Sale Agreement)) where the relevance of such disclosure would be reasonably apparent.

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The acceptance of the benefits of the Borrowing shall constitute a representation and warranty by each Loan Party to each of the Lenders that all the applicable conditions specified in Section 6 above have been satisfied as of that time.

SECTION 7. Guarantee

7.1. Guarantee . Subject to this Section 7, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally, guarantees to each Lender and to the Administrative Agent, irrespective of the validity and enforceability of this Agreement, the other Loan Documents or the obligations of the Borrower hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Loans shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Loans, if any, if lawful, and all other obligations of the Borrower to the Lenders or the Administrative Agent hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Loans or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Loans, this Agreement or the other Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against such Holdings, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Loans, this Agreement and the other Loan Documents.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent, the Collateral Agent or any Lender in enforcing any rights under this Section 7.1.

If any Lender, the Administrative Agent or the Collateral Agent is required by any court or otherwise to return to the Borrower, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrower or the Guarantors, any amount paid to the Administrative Agent, the Collateral Agent or such Lender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Lenders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Lenders, the Administrative Agent and the Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 11 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Section 11 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Lenders under the Guarantees.

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Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Borrower for liquidation, reorganization, should the Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Borrower’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Loans is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Loans or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the Loans shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general secured senior obligation of such Guarantor and shall rank equally in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

7.2. Limitation on Guarantor Liability

Each Guarantor and each Lender hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance, or similar limitation, for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law to the extent applicable to any Guarantee or as otherwise limited by or required under the Agreed Security Principles. To effectuate the foregoing intention, the Administrative Agent, the Collateral Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 7, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer, or similar limitation, under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Agreement to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

7.3. Execution and Delivery

To evidence its Guarantee set forth in Section 7 hereof, each Guarantor hereby agrees that this Agreement shall be executed on behalf of such Guarantor by its President or Treasurer, one of its Vice Presidents or one of its Assistant Vice Presidents or other authorized signatory.

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If required by Section 9.13 hereof, Holdings shall cause any Restricted Subsidiary to comply with the provisions of Section 9.13 hereof and this Section 7, to the extent applicable.

7.4. Subrogation

Subject to Section 7.1, each Guarantor shall be subrogated to all rights of the Administrative Agent, the Collateral Agent and the Lenders against the Borrower in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 7.1 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Borrower under this Agreement or the other Loan Documents shall have been paid in full.

7.5. Benefits Acknowledged

Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

7.6. Release of Guarantees by Guarantors

(a) Each Guarantee by a Subsidiary Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Borrower, the Administrative Agent, the Collateral Agent or any Lender is required for the release of such Guarantor’s Guarantee, upon:

(i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Subsidiary Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Agreement;

(ii) the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness under the North American ABL Facility, or the release or discharge of such other guarantee or obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this clause (ii), and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to Section 9.13);

(iii) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Agreement;

(iv) upon the merger or consolidation of any Subsidiary Guarantor with and into the Borrower or another Guarantor or upon the liquidation of such Subsidiary Guarantor following the transfer or all of its assets to the Borrower or another Guarantor; or

(v) upon payment in full of all Obligations of the Borrower (other than any contingent obligations or contingent indemnification obligations not then due) arising under this Agreement.

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(b) The Administrative Agent and the Collateral Agent hereby agree to execute and deliver (at the Borrower’s expense) any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor pursuant to Section 7.6(a) hereof.

7.7. Effectiveness of Certain Guarantees

The provisions set forth in this Section 7 with respect to Sunrise Holdings (Delaware), Inc., Sunrise Growers, Inc., Farm Capital Incorporated and Pacific Ridge Farms, LLC will only become operative concurrently with the consummation of the Acquisition.

SECTION 8. Representations, Warranties and Agreements

In order to induce the Lenders to enter into this Agreement and to make the Loans as provided for herein, Holdings, the Borrower and each other Guarantor makes, on the Closing Date, the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans:

8.1. Corporate Status . Each of Holdings and its Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or organization, as the case may be, in good standing under the laws of its respective jurisdiction of organization, each with full power and authority (corporate and otherwise) to own or lease its properties or assets owned or leased by it and conduct its business as described in the Preliminary Offering Memorandum, except to the extent that the failure of any Subsidiary to be in good standing would not reasonably be expected to have a Material Adverse Effect. Each of Holdings and its Subsidiaries has been duly qualified as a foreign corporation or organization, as the case may be, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

8.2. Corporate Power and Authority; Enforceability . Each Loan Party has all requisite corporate or other organizational power and authority to execute, deliver perform its obligations under the Loan Documents to which it is a party. Each Loan Document has been duly authorized by each Loan Party party thereto, and upon execution and delivery thereof, each Loan Document will constitute the valid and binding obligation of each Loan Party party thereto enforceable against the Loan Parties party thereto in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally, (ii) general principles of equity, whether considered in a proceeding at law or in equity and (iii) state, provincial or federal securities laws or policies relating to the non-enforceability of the indemnification provisions contained therein (clauses (i), (ii) and (iii) collectively, the “ Enforceability Exceptions ”).

8.3 . No Violation .

(a) None of the execution, delivery or performance by any Loan Party of the Loan Documents to which it is a party or the compliance with the terms and provisions thereof will (1) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of Holdings or its Subsidiaries pursuant to the terms or provisions of, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or material instrument to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound or to which any of the property or assets of Holdings or any of its Subsidiaries is subject (other than any lien or encumbrance created or imposed pursuant to the Loan Documents or any Permitted Exceptions), (2) result in any violation of the provisions of the charter and organizational documents of the Borrower or any Guarantor as currently in effect or (3) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holdings or any of its Subsidiaries or any of their properties, except, in cases (1) and (3), for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) Neither Holdings nor any of its Subsidiaries is (1) in violation of its Certificate of Incorporation or By-laws, (2) except where such violation or default would not reasonably be expected to have a Material Adverse Effect, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (3) except where such lack of compliance would not reasonably be expected to have a Material Adverse Effect (and except, in the case of Opta Minerals Inc., for the failure to be in compliance with all of the financial covenants under certain of its debt instruments as of July 4, 2015, which lack of compliance is disclosed in the Preliminary Offering Memorandum, and for which Opta Minerals Inc. has obtained a waiver from its lenders), in violation of any law, regulation or order applicable to it or its business. To the knowledge of Holdings and the Borrower, no other party under any such agreement or instrument described in clause (2) of the preceding sentence to which it is a party is in default thereunder or has given written or oral notice to Holdings or any of its officers or directors of such other party’s intention to terminate, cancel or refuse to renew any such agreement or instrument, except for such terminations, cancellations or non-renewals that would not reasonably be expected to have a Material Adverse Effect.

8.4. Litigation . Except as otherwise disclosed in the Preliminary Offering Memorandum, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no legal or governmental actions, suits, investigations or proceedings before or by any federal, provincial or state court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, pending or, to the knowledge of Holdings and the Borrower, threatened to which Holdings or any of its Subsidiaries is or may be a party or of which property owned or leased by Holdings or any of its Subsidiaries is or may be the subject, or related to environmental or discrimination matters, (ii) no material labor disturbance by the employees of Holdings or any of its Subsidiaries exists or, to the knowledge of Holdings and the Borrower, is imminent or being threatened and (iii) neither Holdings nor any of its Subsidiaries is a party or subject to the provisions of any material injunction, judgment, decree or order of any court, governmental agency or other regulatory body, domestic or foreign.

8.5. Margin Regulations . None of the Transactions will violate or result in a violation of Regulations T, U and X of the Board of Governors.

8.6. Governmental Approvals . The execution, delivery and performance of each Loan Document do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (a) such as have been obtained or made and are in full force and effect, (b) as may be required to perfect the Collateral Agent’s security interests granted pursuant to the Collateral Documents, (c) such consents, approvals, registrations, filings or actions the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect and (d) as disclosed in the Preliminary Offering Memorandum.

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8.7. Investment Company Act . No Loan Party is, and after giving effect to the Transactions, will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.8 . True and Complete Disclosure .

(a) The Preliminary Offering Memorandum does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Borrower by a Lender expressly for use therein.

(b) The projections (including financial estimates, forecasts and other forward-looking information) previously provided to the Lenders prior to the date of this Agreement were based on good faith estimates and assumptions believed by Holdings and the Borrower to be reasonable at the time made; it being recognized by the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

8.9. Financial Condition; Financial Statements . The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

8.10. Tax Matters . Holdings and each Subsidiary of Holdings that would constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act (each such Subsidiary, a “ Material Subsidiary ” and, collectively, the “ Material Subsidiaries ”) have filed all necessary federal, provincial, state and foreign income and franchise tax returns, each of which has been true and correct in all material respects. Holdings and each of its Subsidiaries have paid all taxes shown as due thereon, except for any such failure to pay as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Holdings has no knowledge of any material tax deficiency which has been or might be asserted or threatened against Holdings or any of the Material Subsidiaries.

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8.11. Compliance with ERISA; Labor Disputes .

(a) Holdings and its Subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ ERISA ”)), whether or not subject to ERISA, established or maintained by Holdings or its Subsidiaries or by the ERISA Affiliates (as defined below) of any of Holdings’ U.S. Subsidiaries are in compliance in all material respects with ERISA, the Code and any applicable non-U.S. pension and benefit laws, regulations, or rulings, and all such plans have been fully funded and expensed in accordance with GAAP. “ ERISA Affiliate ” means, with respect to any of Holdings’ U.S. Subsidiaries, any natural person or entity which is a member of any controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code of which such Subsidiary is a member. Except as would not result in material liability to Holdings and its Subsidiaries, (i) no “reportable event” (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, (ii) no “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4062 or 4069 of ERISA), and (iii) each “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is the subject of an unexpired favorable determination letter issued by the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. None of Holdings’ U.S. Subsidiaries nor any of their ERISA Affiliates has incurred or would reasonably expect to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Neither Holdings nor any of the Material Subsidiaries has incurred or would reasonably expect to incur any material liability under any applicable non-U.S. pension or benefit laws, regulations or rulings which has not been fully funded or expensed in accordance with GAAP. No “employee benefit plan” is, or would reasonably be expected to be, (i) in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), (ii) in “critical and declining” status (within the meaning of Section 305 of ERISA) or (iii) subject to liability or the imposition of a lien under Section 436 or 430(k) of the Code, ERISA or other applicable non-U.S. pension legislation.

(b) Neither Holdings nor any of its Subsidiaries is involved in any labor dispute, except where the dispute would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, nor, to the knowledge of Holdings and the Borrower, is any such dispute threatened. Neither Holdings nor any of its Subsidiaries has been in violation of the Fair Labor Standards Act or other applicable U.S. or non-U.S. legal requirements related to the hours worked by and payments made to their employees, except for such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.12. [Reserved] .

8.13. Intellectual Property . Holdings and the Borrower each owns, or possesses and/or has been granted valid and enforceable licenses for, all registered patents, patent applications, trademarks, trademark applications, tradenames, servicemarks and copyrights necessary to the conduct of its business as such business is described in the Preliminary Offering Memorandum (collectively, the “ Registered Intellectual Property ”). Neither Holdings nor the Borrower has any knowledge of any material infringement or misappropriation by third parties of any of the Registered Intellectual Property, or any material inventions, manufacturing processes, formulae, trade secrets, know-how, unregistered trademarks, and other intangible property and assets necessary to the conduct of its business as such business is described in the Preliminary Offering Memorandum (collectively, the “ Other Intellectual Property ,” and together with the Registered Intellectual Property, the “ Intellectual Property ”), nor is there any pending or, to the knowledge of Holdings and the Borrower, threatened action, suit, proceeding or claim by others challenging Holdings’ or the Borrower’s rights of title or other interest in or to any Intellectual Property, and neither Holdings nor the Borrower knows of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of Holdings or the Borrower, threatened action, suit, proceeding or claim by others challenging the validity and scope of any Intellectual Property, and neither Holdings nor the Borrower knows of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of Holdings and the Borrower, threatened action, suit, proceeding or claim by others that Holdings or the Borrower or any of their products or processes or the Intellectual Property infringe or otherwise violate any patent, trademark, servicemark, copyright, trade secret or other proprietary right of others, and neither Holdings nor the Borrower is aware of any facts that would form a reasonable basis for any such claim, except for such claims or facts as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither Holdings nor the Borrower is aware of any grounds for an interference proceeding before the U.S. Patent and Trademark Office or the Canadian Intellectual Property Office in relation to any of the patents or patent applications currently owned by Holdings or the Borrower. There is no pending or, to the knowledge of Holdings and the Borrower, threatened action, suit proceeding or claim by any current or former employee, consultant or agent of Holdings or the Borrower seeking either ownership rights to any invention or other intellectual property right or compensation from Holdings or the Borrower for any invention or other intellectual property right made by such employee, consultant or agent in the course of his/her employment with Holdings, the Borrower or otherwise. The Preliminary Offering Memorandum fairly and accurately describes in all material respects Holdings’ and the Borrowers’ rights with respect to the Intellectual Property. Holdings and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all their Intellectual Property in all material aspects, and neither Holdings nor the Borrower has any reason to believe that such Intellectual Property is not or, if not yet patented or registered, would not be, valid and enforceable against an unauthorized user.

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8.14. Environmental Laws . Except as otherwise disclosed in the Preliminary Offering Memorandum, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Holdings and its Subsidiaries (i) are in compliance with all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human or occupational health and safety (in each case, to the extent relating to exposure to hazardous or toxic substances or wastes, pollutants or contaminants) or of the environment or the storage, handling or transportation of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval. Holdings, in its reasonable judgment, has concluded that any costs or liabilities associated with Environmental Laws applicable to Holdings and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any liabilities to third parties) would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.15. Compliance with FDA .

(a) Holdings and the Material Subsidiaries possess all licenses, certificates, authorizations or permits issued by the appropriate governmental or regulatory agencies or authorities (including, without limitation, the Food and Drug Administration (the “ FDA ”)) that are necessary to enable them to own, lease and operate their respective properties and to carry on their respective businesses as presently conducted (collectively, the “ Permits ”), and such Permits are in full force and effect, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Holdings or the Borrower, as applicable, has fulfilled and performed all of its obligations with respect to the Permits in all material respects. Neither Holdings nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit, except as would not reasonably be expected to have a Material Adverse Effect. All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for any and all requests for a Permit from the FDA or other governmental authority relating to Holdings or the Borrower, as applicable, its business and its products, when submitted to the FDA or other governmental authority by or on behalf of Holdings or the Borrower, as applicable, were true, complete and correct in all material respects. Any necessary or required updates, changes, corrections or modification to such applications, notifications, submissions, information, claims, reports and statistics and other data have been submitted to the FDA or other governmental authority, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, there are no facts or circumstances that would reasonably be expected to give rise to any material liability of Holdings or the Borrower under any Permits. Holdings and the Borrower and, to their knowledge, their respective directors, officers, employees and agents have operated and currently are in compliance with applicable statutes and implementing regulations administered or enforced by the FDA, or any other federal, provincial, state, local, or foreign governmental authority, governing the conduct of Holdings’ and the Borrower’s business as presently conducted, except for such noncompliance as would not reasonably be expected to have a Material Adverse Effect.

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(b) Except as otherwise described in the Preliminary Offering Memorandum, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Holdings nor the Borrower has had any product or manufacturing site (whether Holdings-owned, Borrower-owned or that of a contract manufacturer for Holdings or Borrower products or product candidates) subject to a governmental authority (including, without limitation, the FDA) shutdown or import or export prohibition; to the knowledge of Holdings and the Borrower, neither the FDA nor any other governmental authority has threatened such action; and neither Holdings nor the Borrower has any outstanding FDA Form 483 or other non-ordinary course governmental authority notice of inspectional observations, “warning letter” or other correspondence or notice from the FDA or other governmental authority alleging or asserting noncompliance with any applicable laws, except for such observations or allegations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

8.16. Properties . Each Loan Party has good and marketable title to all real property and good and marketable title to all other tangible properties and assets owned by it, in each case free and clear of all Liens, charges, claims, encumbrances or restrictions, except such as (i) otherwise permitted under this Agreement or (ii) do not materially affect the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would not reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

8.17. Security .

(a) Upon execution and delivery, the mortgages, deeds of trust or deeds to secure debt (each, a “ Mortgage ” and collectively, the “ Mortgages ”) will be effective to grant a legal, valid and enforceable mortgage lien or security title on all of the mortgagor’s right, title and interest in the real property included in the Collateral (each, a “ Mortgaged Property ” and, collectively, the “ Mortgaged Properties ”). When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or provincial law, applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second priority lien or security title and security interest in the related Mortgaged Property for the benefit of the Administrative Agent, subject only to the encumbrances and exceptions to title expressly permitted in the Mortgages (including those liens under the North American ABL Facility and the other liens expressly permitted to be incurred or exist on the Collateral pursuant to this Agreement) or expressly set forth as an exception to the policies of title insurance obtained to insure the lien of each Mortgage with respect to each of the Mortgaged Properties (such encumbrances and exceptions, the “ Permitted Exceptions ”), and to the Enforceability Exceptions.

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(b) Upon filing of financing statements (or equivalent filings) or Mortgages, as applicable, with respect to the Collateral described in the Security Agreements and the equipment and fixtures described in the Mortgages (the “ Personal Property Collateral ”) and the due execution and delivery of the Intercreditor Agreement, the security interests granted thereby that can be perfected by the filing of a financing statement (or equivalent filings) or Mortgage, as applicable, will constitute valid, perfected liens and security interests in the Personal Property Collateral, for the benefit of the Administrative Agent, enforceable in accordance with the terms contained therein against all creditors of any grantor or mortgagor, subject to the Enforceability Exceptions, and subject only to liens expressly permitted to be incurred or exist on the Personal Property Collateral under this Agreement.

(c) Upon execution and delivery, the Security Agreements will be effective to grant a legal, valid and enforceable security interest in all of the grantor’s right, title and interest in the Collateral (other than the Mortgaged Properties and property excluded from the Collateral pursuant to the terms of the Security Agreements as described in the Preliminary Offering Memorandum).

(d) The Borrower and the Guarantors will collectively own, have rights in or have the power and authority to collaterally assign rights in the Collateral, free and clear of any liens other than the Permitted Exceptions and as may be limited by the Enforceability Exceptions.

8.18. Solvency . Immediately after the consummation of the Transactions and the other transactions contemplated by this Agreement, (i) the fair value of the assets of Holdings and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of Holdings and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; (iv) Holdings and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital and (v) Neither Holdings nor the Borrower is an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) . For purposes of this Section 8.18, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

8.19. Insurance . Each of Holdings and its Subsidiaries maintains insurance of the types and in the amounts which it deems adequate for its business, including, but not limited to, insurance covering real and personal property owned or leased by it against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect, except for such failure to maintain insurance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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8.20. Dividends . Except as may be limited by applicable federal, state or provincial corporate law or comparable laws, no Subsidiary of the Borrower or Holdings is currently prohibited, directly or indirectly, from paying any dividends to the Borrower or Holdings, from making any other distribution on such Subsidiary’s capital stock or other ownership interests, from repaying to the Borrower or Holdings any loans or advances to such Subsidiary from the Borrower or Holdings or from transferring any of such Subsidiary’s property or assets to the Borrower or Holdings or any other Subsidiary of the Borrower or Holdings, except as described in the Preliminary Offering Memorandum or contained in this Agreement.

8.21. Anti-Bribery; Anti-Corruption . Neither Holdings nor any of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, nor, to the knowledge of Holdings and the Borrower, any agent, employee or representative of Holdings or its Subsidiaries, or any affiliate or other person associated with or acting on behalf of Holdings or its Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

8.22. Patriot Act; Sanctions .

(a) The operations of Holdings and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Patriot Act, those of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the applicable money laundering statutes of all jurisdictions in which Holdings and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Holdings or its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Borrower, threatened.

(a) Neither Holdings nor any of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, nor, to the knowledge of Holdings and the Borrower, any agent, employee or representative of Holdings or its Subsidiaries, or any affiliate or other person associated with or acting on behalf of Holdings or its Subsidiaries is (i) currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “ Sanctions ”), nor is Holdings or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions or Canadian Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “ Sanctioned Country ”) or (ii) a Person that is a Canadian Blocked Person or an affiliate of a Canadian Blocked Person; and the Borrower will not directly or indirectly use the proceeds of the Loans hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions or Canadian Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions or Canadian Sanctions. For the past five years, Holdings and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or Canadian Sanctions or with any Sanctioned Country.

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8.23. Purchase and Sale Agreement . The Purchase and Sale Agreement is in full force and effect, and, to the knowledge of Holdings and the Borrower, no party to the Purchase and Sale Agreement has sought to modify, amend or waive any of the provisions thereof, (ii) except as disclosed in or contemplated by the Purchase and Sale Agreement, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body was required for the execution and delivery of, or is required for the performance of, the Purchase and Sale Agreement by Holdings and, to the knowledge of Holdings and the Borrower, by any of the other parties thereto and the consummation of the transactions contemplated thereby, and (iii) other than the Purchase and Sale Agreement and the agreements disclosed therein or contemplated thereby (including the ancillary agreements relating to the Acquisition), there are no other material agreements relating to Holdings’ proposed acquisition of the equity interests to be acquired pursuant to the Purchase and Sale Agreement.

SECTION 9. Covenants

9.1. Reports and Other Information .

(a) Notwithstanding that Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, so long as any Loans are outstanding, Holdings will file with the SEC from and after the Closing Date:

(i) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(ii) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports on Form 10-Q, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; and

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(iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Holdings will make available such information to Lenders, prospective lenders, securities analysts and prospective investors, in each case within 15 days after the time Holdings would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, Holdings will, for so long as any Loans are outstanding, furnish to Lenders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings , then the annual and quarterly information required by Section 9.1(a) shall include a presentation of selected financial metrics (in Holdings’ sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (c) Notwithstanding the foregoing, the requirements in this Section 9.1 shall be deemed satisfied by Holdings if Holdings furnishes financial information relating to any parent entity of Holdings; provided , however, that the same is accompanied by selected financial metrics (in the Borrower’s sole discretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand.

(d) To the extent any information is not provided within the time periods specified in this Section 9.1 and such information is subsequently provided, Holdings will be deemed to have satisfied its delivery obligations with respect to its delay in delivery at such time and any Default with respect thereto shall be deemed to have been cured.

9.2. Compliance Certificate .

(a) Holdings shall deliver to the Administrative Agent, within 120 days after the end of each fiscal year ending after the Closing Date (or 30 days after such later date as specified in Section 9.2(a)(i)) a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Holdings and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Agreement, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Agreement during such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action Holdings is taking or proposes to take with respect thereto).

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(b) When any Default has occurred and is continuing under this Agreement, or if the Administrative Agent or the holder of any other evidence of Indebtedness of Holdings or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, Holdings and the Borrower shall promptly (which shall be no more than five Business Days after becoming aware of such Default) deliver to the Administrative Agent by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action Holdings proposes to take with respect thereto.

9.3. Taxes . Holdings and the Borrower shall pay or discharge, and shall cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment or discharge is not adverse in any material respect to the Lenders.

9.4. Stay, Extension and Usury Laws . The Borrower and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this this Agreement; and the Borrower and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and (to the extent that they may lawfully do so) covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Administrative Agent or the Lenders, but shall suffer and permit the execution of every such power as though no such law has been enacted.

9.5. Limitation on Restricted Payments .

(a) Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of Holdings’, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation other than:

(A) dividends or distributions by Holdings payable solely in Equity Interests (other than Disqualified Stock) of Holdings; or

(B) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; or

(C) dividends or distributions on the PIPE Securities payable in additional shares of the PIPE Securities or through an increase in the liquidation preference of any PIPE Securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower, including in connection with any merger, amalgamation or consolidation;

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(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Senior Unsecured Indebtedness or any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (6), (7) and (8) of Section 9.7(b) hereof; or

(B) the purchase, repurchase or other acquisition or redemption, defeasance or retirement for value of Senior Unsecured Indebtedness or Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition or redemption, defeasance or retirement for value; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exception thereto) being collectively referred to as “ Restricted Payments ”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, Holdings could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth Section 9.7(a) (the “ Fixed Charge Coverage Test ”); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and the Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by Section 9.5(b)(1) hereof, but excluding all other Restricted Payments permitted by Section 9.5(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date occurs to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by Holdings or the Borrower since immediately after the Closing Date from the issue or sale of:

(i) Equity Interests of Holdings, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

(x) Equity Interests to any future, present or former employees, directors, officers, managers, distributors or consultants of Holdings or any of Holdings’ Subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 9.5(b) ; and

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(y) Designated Preferred Stock; or

(ii) Indebtedness of Holdings or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of Holdings; or

(iii) the PIPE Securities;

provided , however , that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of Holdings sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of Holdings following the Closing Date (other than by a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by Holdings or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Holdings or its Restricted Subsidiaries (other than by Holdings or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by Holdings or its Restricted Subsidiaries, in each case, after the Closing Date; or

(ii) the sale (other than to Holdings or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Closing Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary, or the transfer or conveyance of the assets of an Unrestricted Subsidiary, into Holdings or a Restricted Subsidiary, in each case after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment.

(b) The foregoing provisions of Section 9.5(a) hereof shall not prohibit:

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(1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Agreement;

(2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“ Treasury Capital Stock ”) or Subordinated Indebtedness of Holdings or any Restricted Subsidiary, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of Holdings to the extent contributed to Holdings (in each case, other than any Disqualified Stock) (“ Refunding Capital Stock ”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) of Refunding Capital Stock, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (11) of this Section 9.5(b) , the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) (X) the prepayment, redemption, defeasance, repurchase, exchange or other acquisition or retirement of Senior Unsecured Indebtedness of the Borrower or a Guarantor made by exchange for, or out of the proceeds of a substantially concurrent sale of, new Indebtedness of the Borrower or a Guarantor or Disqualified Stock of the Borrower or a Guarantor that, in each case, is incurred in compliance with Section 9.7 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Senior Unsecured Indebtedness being so prepaid, redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable tender premiums), defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock;

(b) such new Indebtedness is unsecured;

(c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date or final mandatory redemption date equal to or later than the final scheduled maturity date of the Senior Unsecured Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the Term Loan Maturity Date); and

(d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Senior Unsecured Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the Term Loan Maturity Date);

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(Y) the prepayment, redemption, defeasance, repurchase, exchange or other acquisition or retirement of Subordinated Indebtedness of the Borrower or a Guarantor made by exchange for, or out of the proceeds of a substantially concurrent sale of, new Indebtedness of the Borrower or a Guarantor or Disqualified Stock of the Borrower or a Guarantor that, in each case, is incurred in compliance with Section 9.7 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so prepaid, redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable tender premiums), defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock;

(b) such new Indebtedness is subordinated to the Loans or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired;

(c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date or final mandatory redemption date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the Term Loan Maturity Date); and

(d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the Term Loan Maturity Date); and

(Z) the prepayment, redemption, defeasance, repurchase, exchange or other acquisition or retirement of Disqualified Stock of the Borrower or a Guarantor made by exchange for, or out of the proceeds of a substantially concurrent sale of, new Disqualified Stock of the Borrower or a Guarantor that, in each case, is incurred in compliance with Section 9.7 hereof so long as:

(a) the liquidation preference of such new Disqualified Stock does not exceed the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable tender premiums), defeasance costs and any fees and expenses incurred in connection with the issuance of such new Disqualified Stock;

(b) [reserved];

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(c) such new Disqualified Stock has a final mandatory redemption date equal to or later than the final mandatory redemption date of the Disqualified Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the Term Loan Maturity Date); and

(d) such new Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Disqualified Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the Term Loan Maturity Date);

(4) a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Holdings held by any future, present or former employee, director, officer, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or arrangement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by Holdings in connection with such repurchase, retirement or other acquisition), including any Equity Interests rolled over or purchased by management, directors or employees of Holdings in connection with the Transactions; provided , however , that the aggregate Restricted Payments made under this clause (4) does not exceed $5.0 million in any fiscal year following the Closing Date (with unused amounts in any fiscal year being carried over to the next two succeeding fiscal years); provided further that such amount in any fiscal year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) Holdings to any future, present or former employee, director, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of Holdings or any of its Subsidiaries that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 9.5(a) ; plus

(b) the cash proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries after the Closing Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4) ;

and provided , further , that (i) cancellation of Indebtedness owing to Holdings or any of its Restricted Subsidiaries from any future, present or former employee, director, manager or consultant (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries of any of the foregoing) of Holdings or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Equity Interests represents all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this Section 9.5 or any other provision of this Agreement;

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(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Holdings or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 9.7 hereof to the extent that such dividends are included in the definition of “Fixed Charges”;

(6) payments made or expected to be made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other convertible, exchangeable or exercisable instruments if such Equity Interests represent a portion of the exercise price of such instruments or required withholding or similar taxes;

(7) Restricted Payments in an amount equal to the amount of Excluded Contributions previously received;

(8) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (8) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents) not to exceed $15.0 million;

(9) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with Sections 9.8 and 9.12 hereof or with any remaining Excess Proceeds following an Asset Sale Offer; provided that all Loans (and other Additional Parity Debt, as applicable) tendered in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have first been repurchased, redeemed or acquired for value;

(10) payments of cash, dividends, distributions, advances or other Restricted Payments by Holdings or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares; and

(11) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by Holdings after the Closing Date; provided that the amount of dividends paid pursuant to this clause (6) shall not exceed the aggregate amount of cash actually received by Holdings from the sale of such Designated Preferred Stock; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, Holdings and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00.

Notwithstanding anything to the contrary in the foregoing, until the Interim Loan Conversion Date, no Restricted Payments as defined in clauses (I)-(III) of the definition thereof shall be permitted pursuant to Section 9.5(a) or clause (8) of Section 9.5(b) .

For purposes of determining compliance with this Section 9. 5, in the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (11) above, or is permitted pursuant to Section 9.5(a) , Holdings will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

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Holdings shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the next to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 9.5(a) or (b) hereof, or pursuant to the definition of “Permitted Investments”, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Agreement. For the avoidance of doubt, this Section 9.5 shall not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Borrower or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Agreement.

9.6. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries .

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries that is not the Borrower or a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to Holdings, the Borrower or any Restricted Subsidiary that is a Subsidiary Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to Holdings, the Borrower or any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to Holdings, the Borrower or any Restricted Subsidiary that is a Guarantor; or

(3) sell, lease or transfer any of its properties or assets to Holdings, the Borrower or any Restricted Subsidiary.

(b) The restrictions in Section 9.6(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions pursuant to the ABL Facilities and the related documentation and Hedging Obligations and Bank Products and other contractual encumbrances or restrictions in effect on the Closing Date;

(2) (x) this Agreement, the Loans and the Guarantees, (y) the Senior Refinancing Indenture and the Senior Notes and (z) the Senior Take-out Notes Indenture and the Senior Take-out Notes;

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(3) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 9.6(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Holdings or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.7 and Section 9.10 ;

(8) restrictions on cash or other deposits or net worth imposed by (i) customers, lenders or suppliers or (ii) other third parties under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens;

(9) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture;

(10) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Holdings or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(12) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of Holdings or any other Restricted Subsidiary other than the assets and property of such Subsidiary;

(13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 9.7 ; provided that, in the judgment of Holdings, such incurrence will not materially impair the Borrower’s ability to make payments under the Loans when due;

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(14) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;

(15) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary;

(16) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (17) restrictions arising in connection with cash or other deposits permitted under Section 9.10 ;

(18) any encumbrances or restrictions of the type referred to in clauses (1) , (2) and (3) of Section 9.6(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) of this Section 9.6(b) ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

9.7. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness) and Holdings will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not the Borrower or a Guarantor to issue Preferred Stock; provided that Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary that is not a the Borrower or a Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Holdings and the Restricted Subsidiaries for Holdings’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to this paragraph (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not the Borrower or Guarantors shall not exceed 4.0% of Consolidated Total Assets (in each case, determined on the date of such incurrence).

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(b) The provisions of Section 9.7(a) hereof shall not apply to:

(1) the incurrence of Indebtedness pursuant to Credit Facilities by Holdings or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the undrawn face amount thereof); provided that the aggregate principal amount of such Indebtedness outstanding pursuant to this clause (1) without duplication, does not exceed an amount equal to the greater of (a) $350.0 million and (b) the Borrowing Base at the time such debt is incurred;

(2) Indebtedness arising under this Agreement (including any Guarantee);

(3) Indebtedness of the Borrower and any Restricted Subsidiary in existence on the Closing Date (other than Indebtedness described in clauses (1) and (2) of this Section 9.7(b) outstanding on the Closing Date);

(4) Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by Holdings or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, restoration, lease or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness incurred to refinance any other Indebtedness incurred under this clause (4) , not to exceed the greater of (a) $35.0 million and (b) 2.25% of Consolidated Total Assets at any time outstanding;

(5) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, bank guarantees, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, warehouse receipts, guarantees, statutory, export or import indemnities, customs, revenue bonds or similar instruments issued or created, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or incurrence;

(6) Indebtedness of Holdings to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor is subordinated in right of payment to the Guarantee of the Notes by Holdings (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor shall be deemed to be expressly subordinated in right of payment to the Guarantee of the Notes by Holdings unless the terms of such Indebtedness expressly provide otherwise); provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (6) ;

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(7) Indebtedness of a Restricted Subsidiary to Holdings or another Restricted Subsidiary; provided that if the Borrower or a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor, such Indebtedness is subordinated in right of payment to the Loans or the Guarantee of the Loans of such Subsidiary Guarantor, as applicable (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor shall be deemed to be expressly subordinated in right of payment to the Loans or the Guarantee of the Loans, as applicable, unless the terms of such Indebtedness expressly provide otherwise); provided , further , that any subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7) ;

(8) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Holdings or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) and Permitted Bank Product Obligations;

(10) the incurrence or issuance by Holdings or any Restricted Subsidiary of Indebtedness, the issuance by Holdings or any Restricted Subsidiary of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (2) and (3) above, this clause (10) and clauses (11), and (16) below or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith (the “ Refinancing Indebtedness ”) prior to its respective maturity; provided that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the Term Loan Maturity Date);

(b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Loans or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

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(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Holdings that is not the Borrower or a Subsidiary Guarantor that refinances Indebtedness or Disqualified Stock of Holdings;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Holdings that is not the Borrower or a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Subsidiary Guarantor; or

(iii) Indebtedness or Disqualified Stock of Holdings or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and, provided , further , that subclause (a) of this clause (10) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities or ABL Debt.

(11) (x) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, incurred or issued to finance an acquisition (or other purchase of assets) or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or consolidated with Holdings or a Restricted Subsidiary in accordance with the terms of this Agreement; provided that in the case of (x) and (y) after giving effect to such acquisition, merger, amalgamation or consolidation, either (a) Holdings would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test or (b) the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, amalgamation or merger;

(12) Indebtedness of Holdings or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities permitted under this Section 9.7 , in a principal amount not in excess of the stated amount of such letter of credit;

(13) (a) any guarantee by Holdings or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Agreement, or (b) any guarantee by a Restricted Subsidiary of Indebtedness of Holdings; provided that such guarantee is incurred in accordance with Section 9.13 ;

(14) (a) Indebtedness consisting of Indebtedness issued by Holdings or any of its Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof (including trustees, administrators, executors, powers of attorney, heirs, assignees, estates and beneficiaries), in each case to finance the purchase or redemption of Equity Interests of Holdings to the extent described in Section 9.5(b)(4) or (b) Indebtedness representing deferred compensation to employees of Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(15) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (15), does not at any one time outstanding exceed $25.0 million (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (15) shall cease to be deemed incurred or outstanding for purposes of this clause (15) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Holdings or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (15);

(16) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by Holdings since immediately after the Closing Date from the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other than proceeds of Disqualified Stock, sales of Equity Interests to Holdings or any of its Subsidiaries or Excluded Contributions) as determined in accordance with Section 9.5(a)(3)(b) and Section 9.5(a)(3)(c) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 9.5(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof);

(17) Indebtedness arising from agreements of Holdings or the Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided , however , that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Holdings and the Restricted Subsidiaries in connection with such disposition;

(18) obligations in respect of self-insurance and performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(19) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Indebtedness is extinguished within ten Business Days of its incurrence; (

20) Indebtedness of Holdings or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(21) Indebtedness of Holdings and any Restricted Subsidiary of Holdings to the extent the proceeds of such Indebtedness are deposited and used to defease or satisfy and discharge any Senior Notes or Senior Take-Out Notes;

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(22) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Borrower or any Restricted Subsidiary not in excess, at any one time outstanding, of $7.5 million;

(23) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to Holdings or any Restricted Subsidiary;

(24) endorsement of instruments or other payment items by Holdings or any Restricted Subsidiary for deposit;

(25) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(26) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm’s length commercial terms; and (27) the incurrence of Indebtedness of Restricted Subsidiaries of Holdings that are not Guarantors in an amount outstanding under this clause

(27) not to exceed together with any other Indebtedness incurred under this clause (27) the greater of (a) $10.0 million and (b) 1.0% of Consolidated Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (27) shall cease to be deemed incurred or outstanding for purposes of this clause (27) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Holdings or such Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (27).

(x) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (27) of Section 9.7(b) or is entitled to be incurred pursuant to Section 9.7(a) hereof, Holdings, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) as one or more types of Indebtedness in clauses (1) through (27) of this Section 9.7(b) or under Section 9.7(a) hereof; provided that all Indebtedness outstanding under the ABL Facilities on the Closing Date shall be treated as incurred on the Closing Date under clause (1) of Section 9.7(b) hereof; and

(y) Holdings shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 9.7(a) and 9.7(b) hereof.

(d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, shall not be deemed to be an incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 9.7 or Section 9.10 . Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under this Agreement to refinance Indebtedness incurred pursuant to clauses (1) and (15) of Section 9.7(b) hereof shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in connection with such refinancing.

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(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums, defeasance costs and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

(f) Notwithstanding anything to the contrary, Holdings shall not, and shall not permit the Borrower or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Loans or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Guarantor, as the case may be. Unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured. Indebtedness shall not be treated as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors.

9.8. Asset Sales .

(a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

(1) Holdings or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (such fair market value to be determined by Holdings at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of;

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor, on a per transaction basis, received by Holdings or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the following amounts shall be deemed to be Cash Equivalents for the purposes of this Section 9.8 :

(A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on Holdings’ or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by Holdings) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which Holdings and all of its Restricted Subsidiaries have been validly released by all applicable creditors or indemnified in writing;

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(B) any securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into Cash Equivalents (to the extent of Cash Equivalents received) within 180 days following the closing of such Asset Sale;

(C) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $25.0 million or 2.00% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value in each case being measured at the time received and without giving effect to subsequent changes in value; and

(D) any stock or assets of the kind referred to in clauses (2)(a) or 2(c) of Section 9.5(b) ; and

(3) if such Asset Sale involves the disposition of Collateral, the Borrower or such Guarantor has complied with the provisions of this Agreement and the Collateral Documents.

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to reduce or offer to reduce Indebtedness as follows:

(A) if the assets subject to such Asset Sale constitute Collateral, to permanently repay any ABL Debt or to reduce (or offer to reduce, as applicable) Obligations under the Loans, Senior Notes, the Senior Take-out Notes and any Additional Parity Debt on a pro rata basis;

(B) if the assets subject to such Asset Sale do not constitute Collateral, to reduce Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Agreement;

(C) if the assets subject to such Asset Sale do not constitute Collateral, to permanently reduce (or offer to reduce) Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), provided that the Borrower shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Loans and any Additional Parity Debt on a pro rata basis; or

(D) if the assets subject to such Asset Sale are the property or assets of a Restricted Subsidiary that is not the Borrower or a Guarantor, to permanently reduce Indebtedness of (i) such Restricted Subsidiary that is not the Borrower or a Guarantor, other than Indebtedness owed to Holdings or another Restricted Subsidiary or (ii) the Borrower or a Guarantor; or

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(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in the case of each of (a), (b) and (c) that are used or useful in a Similar Business; provided that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Collateral Documents (except to the extent the Lien thereon is released in accordance with the terms of the Collateral Documents); or

(3) to make an investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets, in the case of each of (a), (b) and (c) that replace the businesses, properties and/or assets that are subject of such Asset Sale; provided that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Collateral Documents (except to the extent the Lien thereon is released in accordance with the terms of the Collateral Documents);

provided that, in the case of clause (2) and (3) above, a binding commitment entered into not later than such 365th day shall extend the period for such Investment or other payment for an additional 180 days after the end of such 365-day period so long as Holdings or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “ Acceptable Commitment ”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds that are not invested or applied as provided and within the time period set forth in Section 9.8(b) shall be deemed to constitute “ Excess Proceeds .” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall (x) prepay the Loans, and, (y) if required or permitted by the terms of any Indebtedness that is pari passu with the Loans (“ Pari Passu Indebtedness ”), to prepay or offer to prepay the amount of Loans and such Pari Passu Indebtedness (an “ Asset Sale Offer ”), to prepay a maximum aggregate principal amount of the Loans, Senior Notes or Senior Take-out Notes, as applicable, and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer and, if applicable, additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement.

To the extent that the aggregate amount of Loans and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holdings or any of its Subsidiaries may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans or Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, Holdings or the applicable trustee, as applicable, shall select the Loans and Pari Passu Indebtedness to be prepaid on a pro rata basis (so long as an authorized denomination results therefrom) based on the accreted value or principal amount of the Loans or Pari Passu Indebtedness, as applicable. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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(d) Pending the final application of any Net Proceeds pursuant to this Section 9.8 , the Borrower or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Agreement.

9.9. Transactions with Affiliates .

(a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) Holdings delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted in good faith by a majority of the board of directors of the Borrower approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 9.9(a) .

(b) The provisions of Section 9.9(a) hereof shall not apply to the following:

(1) transactions between or among Holdings or any of its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments permitted by Section 9.5 hereof or the definition of “Permitted Investments”;

(3) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable fees, expenses and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees, distributors or consultants of Holdings or any of its Restricted Subsidiaries;

(4) transactions in which Holdings or any of its Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to Holdings or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

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(5) the Transactions and the payment of all fees and expenses related to the Transactions, including the Transaction Expenses;

(6) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(7) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Holdings to any director, officer, employee or consultant;

(8) payments on Indebtedness and Disqualified Stock (and cancellation of any thereof) of Holdings and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by Holdings in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with such employees, directors, officers, managers or consultants which, in each case, are approved by Holdings in good faith;

(9) the pledge of Equity Interests of any Unrestricted Subsidiary;

(10) payments to or from, and transactions with, joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto);

(11) any contributions to the common equity capital of Holdings;

(12) transactions permitted by, and complying with, the provisions of Section 9.14 ;

(13) transactions between Holdings or any of the Restricted Subsidiaries and any Person, the sole affiliation to Holdings or any of the Restricted Subsidiaries of which is that a director of such Person is also a director of Holdings; provided , however , that such director abstains from voting as a director of Holdings on any matter involving such other Person;

(14) intellectual property licenses in the ordinary course of business; ~~and~~

(15) any agreement or arrangement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date) . ; and

(16) any issuance of Capital Stock, any redemption or other payment in respect of the PIPE Securities or such Capital Stock, or any payment of registration or other expenses to or on behalf of any investor in the PIPE Securities or such Capital Stock, in each case pursuant to the terms of the PIPE Securities or other agreements and documents entered into in connection therewith.

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9.10. Liens . Holdings shall not, and shall not permit the Borrower or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Holdings, the Borrower or any Subsidiary Guarantor (any such Lien, the “ Initial Lien ”) on any asset or property of Holdings, the Borrower or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except, in the case of any asset or property that does not constitute Collateral (including assets or property that previously constituted Collateral that have been released from the Liens securing the Loans and the Guarantees), any Initial Lien on such assets or property shall be permitted notwithstanding it is not a Permitted Lien if, subject to the Agreed Security Principles, the Loans are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien until such time as such obligations are no longer secured by an Initial Lien on such assets or property.

Any Lien which is granted to secure the Loans under this Section 9.10 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien which release and discharge in the case of any sale of any such asset or property shall not affect any Lien that the Collateral Agent may have on the proceeds from such sale.

9.11. Corporate Existence . Subject to Sections 9.14 and 9.15 , Holdings shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence, whether corporate, partnership, limited liability company or other existence, as the case may be, and (ii) the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of Holdings or any such Restricted Subsidiary; provided that Holdings shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Borrower), if Holdings in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of Holdings and the Restricted Subsidiaries, taken as a whole.

9.12. Offer to Repurchase upon Change of Control .

(a) If a Change of Control occurs, unless otherwise prepaid in accordance with Section 5.2(a) or Section 9.8 hereof, the Borrower shall make an offer to prepay all of the Loans pursuant to the offer described below (the “ Change of Control Offer ”) at a price in cash (the “ Change of Control Prepayment ”) equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, to the date of purchase, subject to the right of Lenders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Borrower shall send notice of such Change of Control Offer by first-class mail, with a copy to the Administrative Agent, to each Lender to the address of such Lender appearing in the Register with a copy to the Administrative Agent, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 9.12 and that such Lender has the right to require the Borrower to prepay such Lender’s Loans;

(2) the prepayment amount and the prepayment date, which will be no earlier than 15 days nor later than 60 days from the date such notice is mailed (the “ Change of Control Prepayment Date ”);

(3) that any Loans not properly accepted for prepayment pursuant to this Section 9.12 will remain outstanding and continue to accrue interest;

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(4) that unless the Borrower defaults in the prepayment of the Change of Control Prepayment, all Loans accepted for prepayment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Prepayment Date;

(5) that Lenders electing to have their Loans prepaid pursuant to a Change of Control Offer shall be required to give written notice to the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Lenders shall be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Borrower receives, not later than the close of business on the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans accepted for prepayment, and a statement that such Lender is withdrawing its election to have such Loans prepaid;

(7) [Reserved].

(8) that if such notice is delivered prior to the occurrence of a Change of Control stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Borrower’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and

(9) the other instructions, as determined by the Borrower, consistent with this Section 9.12 , that a Lender must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Loans as to all other Lenders that properly received such notice without defect.

(b) On the Change of Control Prepayment Date, the Borrower shall, to the extent permitted by law,

(i) prepay all Loans, or portions thereof, accepted for prepayment in accordance with this Section 9.12 , pursuant to the Change of Control Offer;

(ii) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Prepayment in respect of all Loans or portions thereof so accepted for prepayment; and

(iii) deliver, or cause to be delivered, to the Administrative Agent, an Officer’s Certificate to the Administrative Agent stating that such Loans or portions thereof have been prepaid by the Borrower.

(c) The Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third-party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 9.12 applicable to a Change of Control Offer made by the Borrower and repays all Loans accepted for prepayment pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

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(d) Other than as specifically provided in this Section 9.12 , any prepayment pursuant to this Section 9.12 shall be made pursuant to the provisions of Sections 5.2 , 5.5 and 5.6 hereof.

(e) The provisions of this Section 9.12 , and the definition of “Change of Control,” may be waived or modified with the written consent of the Required Lenders.

9.13. Guarantees of Indebtedness by Restricted Subsidiaries . Holdings shall not permit any of its Restricted Subsidiaries (other than the Borrower or a Subsidiary Guarantor), to guarantee the payment of any Domestic Priority Debt of the Borrower or any Subsidiary Guarantor unless it (i) causes (in the case of any Restricted Subsidiary that is not a Foreign Subsidiary or a Canadian CFC) and (ii) uses commercially reasonable efforts to cause (in the case of any Restricted Subsidiary that is a Foreign Subsidiary or a Canadian CFC):

(1) such Restricted Subsidiary within 30 days executes and delivers a Supplemental Guarantee substantially in the form of Exhibit A hereto providing for a Guarantee by such Restricted Subsidiary, provided that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loans; and

(2) such Restricted Subsidiary to waive and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against Holdings or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee.

provided that this Section 9.13 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Holdings may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (1) above.

Notwithstanding the foregoing, Holdings shall not be obligated to cause any Foreign Subsidiary or a Canadian CFC to Guarantee the Loans to the extent and for so long as the incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or shareholders of such Restricted Subsidiary; (3) any cost, expense, liability or obligation (including with respect to any non-U.S. taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or undertaken in connection with, such Guarantee, which in any case cannot be avoided through measures reasonably available to Holdings or a Restricted Subsidiary; or (4) an inconsistency with the Intercreditor Agreement or the Agreed Security Principles.

Holdings shall use its commercially reasonable efforts to cause Coöperatie SunOpta U.A., an entity organized under the laws of The Netherlands (“ Coöperatie ”) to guarantee the Loans within 90 days after the Closing Date or as soon as reasonably practicable thereafter (in the good faith determination of Holdings).

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Any Restricted Subsidiary that is not obligated to provide a Guarantee due to the exceptions set forth in the second preceding paragraph shall not be permitted to guarantee the payment of any Indebtedness of Holdings, the Borrower or a Restricted Subsidiary that is not a Foreign Subsidiary or a Canadian CFC unless such Indebtedness is Domestic Priority Debt.

Each additional Guarantee may include such guarantee limitation provisions (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate benefit or purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other provisions reasonably required to comply with applicable laws of its jurisdiction of organization when entering into its Guarantee or such other document that may evidence such Guarantee.

In the event a Restricted Subsidiary is required to and is able to provide a Guarantee in accordance with this covenant, concurrently with the execution and delivery of such Guarantee or as soon as reasonably practicable thereafter, such Restricted Subsidiary will, subject to the Intercreditor Agreement and the Agreed Security Principles, execute and deliver a joinder agreement to the Collateral Documents or other agreements or instruments providing for a pledge of its assets as Collateral for the Loans substantially consistent with the security documents relating to the applicable Domestic Priority Debt securing such assets. For the avoidance of doubt, such joinder, agreements or instruments may include such additional provisions that are reasonably required to comply with applicable laws of such Restricted Subsidiary’s jurisdiction of organization relating to the second priority nature of the Lien, the nature of the indebtedness being secured, the limited discretion that may be exercised by a notes collateral agent and other customary or required differences or exceptions to reflect the differences between a first priority security interest and a second priority security interest.

9.14. Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Neither Holdings nor the Borrower shall consolidate, amalgamate or merge with or into or wind up into (whether or not Holdings or the Borrower, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) either: (x) Holdings or the Borrower, as the case may be, is the surviving entity; or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Holdings or the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of Holdings or the Borrower, as applicable, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof or, in the case of Holdings, the laws of Canada or any province thereof (such Person, as the case may be, being herein called the “ Successor Company ”); provided that if the surviving Person is not a corporation, a corporation organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of the United States, any state thereof, the District of Columbia or any territory thereof shall be a co-Borrower of the Loans;

(2) the Successor Company, if other than Holdings or the Borrower, expressly assumes all the obligations of Holdings or the Borrower, as the case may be, under the Loans and the Collateral Documents pursuant to a supplemental agreement or other documents or instruments;

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(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period,

(A) Holdings (or, if applicable the Successor Company) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 9.7(a) hereof, or

(B) the Fixed Charge Coverage Ratio for Holdings (or, if applicable, the Successor Company) and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Borrower and the Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 9.14(c)(1)(B) hereof shall apply, shall have by supplemental agreement confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement, the Loans and the Collateral Documents; and

(6) Holdings (or, if applicable, the Successor Company) shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger, amalgamation or transfer and such supplemental agreements, if any, comply with this Agreement and, if a supplemental agreement is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Agreement.

(b) The Successor Company shall succeed to, and be substituted for Holdings or the Borrower, as the case may be, under this Agreement, the Guarantees, the Loans, the Collateral Documents, the Senior Refinancing Indenture and the Senior Notes as applicable. Notwithstanding clauses (3) and (4) of Section 9.14(a) hereof,

(1) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or amalgamate with, merge with or into or transfer all or part of its properties and assets to Holdings or any Restricted Subsidiary,

(2) any Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to Holdings, the Borrower or a Subsidiary Guarantor (or to a Restricted Subsidiary that is not a Subsidiary Guarantor if that Restricted Subsidiary becomes a Subsidiary Guarantor)

(3) (a) Holdings may merge with an Affiliate of Holdings solely for the purpose of reincorporating Holdings in Canada or any province or territory thereof or in the United States, any state thereof, the District of Columbia or any territory thereof and (b) the Borrower may merge with an Affiliate of the Borrower solely for the purpose of reincorporating the Borrower in the United States, any state thereof, the District of Columbia or any territory thereof, in the case of each of clauses (a) and (b), so long as the amount of Indebtedness of Holdings and the Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Agreement governing release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor shall, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Borrower or Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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(1) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Subsidiary Guarantor or such Person, as the case may be, being herein called the “ Successor Person ”);

(B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Agreement and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental agreements or other documents or instruments in form reasonably satisfactory to the Administrative Agent;

(D) Holdings shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger, amalgamation or transfer and such supplemental agreements, if any, comply with this Agreement; or

(2) with respect to the Subsidiary Guarantors, the transaction is an Asset Sale that is made in compliance with Section 9.8 hereof.

(d) Subject to certain limitations described in this Agreement, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Agreement and such Guarantor’s Guarantee. The foregoing clauses do not apply to the Transactions or any related transaction occurring on the Closing Date. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Guarantor or the Borrower, (ii) merge with an Affiliate of Holdings solely for the purpose of reincorporating the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (iv) liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and is not materially adverse to the interests of the Lenders, in each case without regard to the requirements set forth in the preceding paragraph.

(e) Notwithstanding anything to the contrary, the transactions contemplated by the Stock Purchase Agreement shall be permitted without compliance with this Section 9.14 .

9.15. Successor Corporation Substituted . Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower in accordance with Section 9.14 hereof, the successor corporation formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, amalgamation, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the Borrower shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided that the predecessor Borrower shall not be relieved from the obligation to pay the principal of and interest, if any, on the Loans except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Borrower’s assets that meets the requirements of Section 9.14 hereof.

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9.16. Use of Proceeds . All proceeds of the Senior Interim Loans will be used by Holdings and its Subsidiaries to effect the Transactions.

9.17. Further Assurances . Subject to the limitations set forth in this Agreement (including, for the avoidance of doubt, the Agreed Security Principles), the Intercreditor Agreement and the Collateral Documents, at any time and from time to time, at the expense of each Loan Party, such Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents and the payment of any fees and taxes required in connection with the execution and delivery of this Agreement), which may be required under any applicable law, or which the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created.

SECTION 10. Collateral Documents.

10.1. Collateral and Collateral Documents .

(a) The due and punctual payment of the principal of and interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.

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(b) Holdings and the Restricted Subsidiaries shall be bound by the Agreed Security Principles.

(c) Each of Holdings, the Borrower and each Subsidiary of Holdings that is a Subsidiary Guarantor as of the Closing Date shall use its commercially reasonable efforts to complete on the Closing Date all filings and other similar actions required by the Collateral Documents in connection with the perfection of security interests in the Collateral of Holdings, the Borrower and such Subsidiary Guarantors as of the Closing Date; provided , that, if Holdings, the Borrower and such Subsidiary Guarantors are not able to complete such actions (other than the filing of Uniform Commercial Code and PPSA financing statements or equivalent filings in the Province of Quebec, which shall be completed on the Closing Date) on the Closing Date, Holdings, the Borrower and such Subsidiary Guarantor shall use their commercially reasonable efforts to complete such actions (i) with respect to fee owned real property that constitutes Collateral, within 120 days after the Closing Date or as soon thereafter as reasonably practicable (in the good faith determination of the Borrower) and (ii) with respect to all other Collateral, within 90 days after the Closing Date or as soon thereafter as reasonably practicable (in the good faith determination of the Company), subject to the Agreed Security Principles, with respect to any assets owned by Coöperatie.

(d) Each Lender, by its acceptance of the Loans, (i) consents to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees that it shall be bound by, and shall take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Collateral Agent on behalf of each holder of Priority Lien Obligations to enter into the Intercreditor Agreement as Collateral Agent on behalf of such holders of Priority Lien Obligations. The foregoing provisions of this Section 10.1(d) are intended as an inducement to the Lenders of Priority Lien Obligations to offer the Loans and such Lenders are intended third party beneficiaries of such provisions and of the Intercreditor Agreement.

10.2. Release of Liens on Collateral .

(a) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically be released shall be automatically released:

(1) in full, upon payment in full of all Obligations (other than any contingent obligations or contingent indemnification obligations not then due) arising hereunder;

(2) upon the sale, conveyance, transfer, exchange or other disposition of such Collateral (including as part of or in connection with any other sale, conveyance, transfer, exchange or other disposition permitted hereunder) to any Person other than a Loan Party, to the extent such sale, conveyance, transfer, exchange or other disposition is not prohibited under Section 9.8 hereof;

(3) to the extent the property constituting such Collateral is owned by any Guarantor, upon release of such Guarantor of its obligations under the Guarantee;

(4) to the extent such Collateral is comprised of property leased to a Loan Party by a third party that is not the Loan Party, upon termination or expiration of such lease;

(5) if the release of such Liens is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 13.1 hereof);

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(6) (A) if the Liens on particular assets securing ABL Debt Obligations then secured by that asset are released or will be released simultaneously therewith (unless such release occurs in connection with the discharge in full of such ABL Debt Obligations, which discharge (i) is not in connection with a foreclosure of, or other exercise of remedies with respect to, the Collateral or (ii) is not in connection with a replacement or refinancing of such ABL Debt Obligations, it being understood that in the case of this clause (ii) the Loans will be secured on a second priority basis by Collateral that secures the Domestic Priority Debt that is outstanding after giving effect to any such replacement or refinancing, subject to the Agreed Security Principles) or (B) if such assets do not secure any ABL Debt Obligations because a security interest is no longer granted in such assets to secure the ABL Debt Obligations, due to a waiver by the holders of ABL Debt Obligations or for any other reason (other than in the context described in the parenthetical phrase contained in subclause (A) of this clause (6));

(7) with respect to Net Proceeds constituting Collateral, to the extent such Net Proceeds are used for any one or more purposes permitted under Section 9.8 hereof;

(8) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents;

(9) if such assets constitute Excluded Collateral (as defined in the Agreed Security Principles) or if, pursuant to the Agreed Security Principles, such assets are no longer required to be subject to a Lien granted to the Collateral Agent; or

(10) in accordance with clause (c) below;

(b) The Administrative Agent and the Collateral Agent hereby agree to execute and deliver (at the Borrower’s expense) any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral pursuant to clause (a) above.

(c) Subject to the terms of the Intercreditor Agreement, the second priority liens on the Collateral securing the Loans and any Additional Parity Debt shall terminate and be released automatically to the extent the first priority liens on the Collateral are released in connection with the foreclosure of, or other exercise of remedies with respect to, such Collateral by the ABL Collateral Agent (except with respect to any proceeds of such sale, conveyance, transfer or other disposition that remain after satisfaction in full of the ABL Debt Obligations) (notwithstanding the existence of an Event of Default). Except as set forth in clause (1) through (9) of Section 10.2(a) and the prior sentence, no release of the second-priority liens on all or substantially all of the Collateral securing the Loan and any Permitted Additional Parity Debt shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Loans and any Permitted Additional Parity Debt at the time outstanding as provided for in the applicable Loan Document or Additional Parity Debt Document.

SECTION 11. Defaults and Remedies

11.1. Events of Default .

(I) An “ Event of Default ,” wherever used herein, means any one of the following events:

(a) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Loans;

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(b) default for 30 days or more in the payment when due of interest on or with respect to the Loans;

(c) (1) failure by the Borrower or any Guarantor for 60 days after receipt of written notice given by Administrative Agent or (x) prior to the earlier of the Interim Loan Conversion Date and the occurrence of a Demand Failure Event, the Required Lenders or (y) thereafter, Lenders holding at least 25.0% in principal amount of the Outstanding Loans to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (a) or (b) above) contained in this Agreement or the Loans or (2) failure by the Borrower or any Guarantor in the due performance of its obligation to issue Senior Notes as contemplated in Section 2.14 and such default shall continue unremedied for a period of at least 30 days;

(d) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries or the payment of which is guaranteed by Holdings or any of its Restricted Subsidiaries, other than Indebtedness owed to Holdings or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Loans, if both:

(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more outstanding;

(e) failure by Holdings, the Borrower or any Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million (net of amounts covered by insurance policies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(f) Holdings, the Borrower or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences any Insolvency or Liquidation Proceeding or other proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of any Insolvency or Liquidation Proceeding or other bankruptcy proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

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(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against Holdings, the Borrower or any Significant Subsidiary (in each case determined as of the most recent consolidated financial statements for a fiscal quarter end provided as required under Section 9.01 ) in any Insolvency or Liquidation Proceeding or other proceeding in which Holdings, the Borrower or any such Significant Subsidiary is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Holdings, the Borrower or any Significant Subsidiary (in each case determined as of the most recent consolidated financial statements for a fiscal quarter end provided as required under Section 9.01 ), or for all or substantially all of the property of Holdings, the Borrower or any such Significant Subsidiary; or

(iii) orders the liquidation of Holdings, the Borrower or any Significant Subsidiary (in each case determined as of the most recent consolidated financial statements for a fiscal quarter end provided as required under Section 9.01 );

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(h) the Guarantee of Holdings or any Significant Subsidiary (in each case determined as of the most recent consolidated financial statements for a fiscal quarter end provided as required under Section 9.01 ) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of Holdings any Guarantor that is Holdings or a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Agreement or the release of any such Guarantee in accordance with this Agreement;

(i) (A) (i) any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); the Borrower or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); (ii) there could result from any event or events set forth in subclause (i) of this clause

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(j) the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and (iii) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or (B) any Canadian Pension Event; or (j) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $25.0 million, any default or breach by the Borrower or any Guarantor in the performance of its obligations under the Collateral Documents or this Agreement as a result of which any of the Collateral Documents ceases to be in full force and effect, or any of the Collateral Documents ceases to give the Collateral Agent, the Administrative Agent and the Lenders fully perfected Liens in such Collateral purported to be created thereby, or any of the Collateral Documents is declared null and void or the Borrower or any Guarantor denies in writing that it has any further liability under any Collateral Document or gives written notice to such effect (in each case, other than in accordance with the terms of this Agreement or the Collateral Documents), except to the extent that any such loss of perfection or priority results solely from the failure of the Collateral Agent to maintain possession of any certificate actually delivered to it representing securities pledged under the Collateral Documents; provided that if a failure of the sort described in this clause (i) is susceptible of cure (without any loss of priority), no Event of Default shall arise under this clause (i) with respect thereto until 60 days after notice of such failure shall have been given to Holdings by the Administrative Agent or the Lenders of at least 25% in principal amount of the then outstanding Loans under this Agreement.

(II) In the event of any Event of Default specified in clause (I)(c) of Section 11.1 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Senior Interim Loan) will be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the Required Lenders, if within 20 days after such Event of Default arose:

(a) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(b) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

11.2. Remedies upon Event of Default, Waivers of Past Defaults .

(a) If any Event of Default (other than an Event of Default specified in clause (I)(f) or (I) (g) of Section 11.1 hereof) occurs and is continuing under this Agreement, (x) prior to the earlier of Interim Loan Conversion Date or the occurrence of a Demand Failure Event, the Administrative Agent may and, upon the written request of the Required Lenders, shall or (y) thereafter, the Administrative Agent may, and upon written request of the Lenders holding at least 25% in aggregate principal amount of the Loans then outstanding shall declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Loans to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately.

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Notwithstanding the foregoing, in the case of an Event of Default arising under clause (f) or (g) of Section 11.1(I) hereof, all outstanding Loans and other Obligations shall become due and payable immediately without further action or notice. The Administrative Agent may withhold from the Lenders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.

(b) The Lenders of a majority in aggregate principal amount of the then outstanding Loans by written notice to the Administrative Agent may on behalf of all the Lenders rescind any acceleration with respect to the Loans and its consequences under this Agreement or the Collateral Documents (except if such rescission would conflict with any judgment of a court of competent jurisdiction) provided all existing Events of Default (except nonpayment of interest on, premium, if any, or the principal of any Loan held by a non-consenting Lender that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (c) of Section 11.1(I) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Loans) shall be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the Required Lenders, if within 20 days after such Event of Default arose:

(i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(iii) the default that is the basis for such Event of Default has been cured.

(c) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “ Initial Default ”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed under Section 9.01 or otherwise to deliver any notice or certificate pursuant to any other provision of this Agreement shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified herein.

11.3. Application of Proceeds . Subject to the terms of the Intercreditor Agreement and the Security Agreements, if the Administrative Agent or any Agent collects any money or property pursuant to this Section 11 or receives any money from the Collateral Agent as the distribution of proceeds received upon realization of any Collateral, it shall pay out the money or property in the following order:

(i) first , to the Administrative Agent, such Agent, the Collateral Agent, their agents and attorneys for amounts due under Section 12 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Administrative, such Agent or the Collateral Agent and the costs and expenses of collection;

(ii) second , to Lenders for amounts due and unpaid on the Obligations for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Obligations for principal, premium, if any, and interest, respectively; and; and

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(iii) third , to the Borrower or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable; provided that all sums due and owing the Secured Parties have been paid in full as required by this Agreement and the other Loan Documents.

SECTION 12. The Agents

12.1. Appointment .

(a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and the Joint Bookrunners and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

(b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent.

(c) Each of the Joint Lead Arrangers and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12 .

12.2. Delegation of Duties . The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence, bad faith or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence of gross negligence, bad faith or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

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12.3. Exculpatory Provisions . No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence, bad faith or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of the Borrower or any other Loan Party to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

12.4. Reliance by Agents . The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Section 6 hereof on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

12.5. Notice of Default . Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or the Collateral Agent has received written notice from a Lender or the Borrower 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 Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable).

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12.6. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders . Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Collateral Agent hereinafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Borrower and each other Loan Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and any other Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower or any other Loan Party that may come into the possession of the Administrative Agent or the Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

12.7. Indemnification . The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective portions of the aggregate principal amount of Loans outstanding on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Senior Interim Loan Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the aggregate principal amount of Loans outstanding immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against any Agent in any way relating to or arising out of the Senior Interim Loan Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, gross negligence, bad faith or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction; provided , further , that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section 12.7 . In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided , in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided , further , this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

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12.8. Agents in Their Individual Capacities . The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and any other Loan Party as though such Agent were not an Agent hereunder and under the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

12.9. Successor Agents . Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 hereof is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required 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 Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the transfer by the retiring (or retired) Agent to the successor Agent of all sums, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring 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 above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 12 (including Section 12.7 hereof) and Section 13.5 hereof shall continue in effect for the benefit of such retiring 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 retiring Agent was acting as an Agent.

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12.10. Withholding Tax . To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 12.10 . The agreements in Section 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Senior Interim Loan Commitments and the repayment, satisfaction or discharge of all other Obligations.

12.11. Agents Under Collateral Documents and Guarantee . Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Collateral Documents. Subject to Section 13.1 , without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document (i) upon the termination of this Agreement and the payment in full of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made), (ii) that is sold or to be sold or transferred as part of or in connection with any sale or other transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if the property subject to such Lien is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, (iv) as otherwise permitted by this Agreement (including Section 10.2 hereof), (v) as and to the extent provided in the Collateral Documents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1 ; (b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or as otherwise permitted by this Agreement or the Guarantee; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted under clauses (7) (solely with respect to Section 9.7(b)(4)) , (8) , and (18) of the definition of Permitted Lien; or (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the Intercreditor Agreement.

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The Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11 , irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts.

Any amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11 .

12.12. Right to Realize on Collateral and Enforce Guarantee . Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights, and remedies hereunder may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

12.13. Intercreditor Agreement Governs . The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Intercreditor Agreement) and (b) hereby authorizes and instructs the Collateral Agent to enter into each intercreditor agreement to be entered into pursuant to the terms hereof (including the Intercreditor Agreement) and to subject the Liens securing the Obligations to the provisions thereof.

SECTION 13. Miscellaneous

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13.1. Amendments, Waivers and Releases .

(a) Except as expressly set forth in this Agreement, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1 . The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Loan Party or Loan Parties written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder, (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or the Collateral Agent as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences or (c) consent to amendments, supplements or modifications to the form of the Senior Refinancing Indenture prior to the Interim Loan Conversion Date; provided , however , that each such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; provided , further , that no such waiver and no such amendment, supplement or modification shall (i) forgive or reduce any portion of any Loan, extend the final scheduled maturity date of any Loan or reduce the stated rate (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate or amend Section 2.8(e) hereto), or forgive any portion, or extend the date for the payment, of any interest or fee or other amount payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Senior Interim Loan Commitment, or increase the amount of the Senior Interim Loan Commitment of any Lender, or make any Loan, interest, fee or other amount payable in any currency other than Dollars, in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 , or amend or modify any of the provisions of Section 13.8(a) hereto to the extent it would alter the ratable allocation of payments thereunder, or reduce the percentages specified in the definition of the term “Required Lenders” or specified with reference to “Required Holders”, consent to the assignment or transfer by the Borrower of its rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.3 ) or alter the order of application set forth in Section 11.3 or modify any definition used in Section 11.3 if the effect thereof would be to alter the order of payment specified therein, in each case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and Collateral Agent, or any other former or current Agent to whom Section 12 then applies in a manner that directly and adversely affects such Person, or (iv) affect the rights or duties of, or any fees or other amounts payable to, any Agent under this Agreement or any other Loan Document without the prior written consent of such Agent, or (v) amend, modify or waive any provision of Section 2.14 hereto without the written consent of each Lender directly and adversely affected thereby, or (vi) release all or substantially all of the Guarantors under the Guarantee (except as expressly permitted by the Guarantee, the Intercreditor Agreement or this Agreement) or release all or substantially all of the Collateral under the Collateral Documents (except as expressly permitted by the Collateral Documents, the Intercreditor Agreement or this Agreement) without the prior written consent of each Lender or (vii) amend or modify any provision of the Senior Refinancing Indenture that requires (or would, if any Senior Notes were outstanding, require) the approval of all holders of Senior Notes, without the written consent of each Lender directly and adversely affected thereby. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their form er positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.

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(b) Notwithstanding the foregoing, without notice to or the consent of any Lenders and without any further action necessary by the parties hereto, effective as of the Interim Loan Conversion Date, in the event of any inconsistency between the terms contained in Sections 7 , 8 , 9 , 10 and 11 hereof (and related definitions) and the corresponding terms contained in the Senior Refinancing Indenture, such provisions of this Agreement shall be replaced with corresponding provisions of the Senior Refinancing Indenture, and, to the extent necessary to give effect to the foregoing, each defined term used in the sections of the Senior Refinancing Indenture shall have the meaning set forth in the Senior Refinancing Indenture, subject to the terms of Section 1.2(h) hereof, as applicable. The applicable provisions of the Senior Refinancing Indenture as described in the form of indenture attached as Exhibit B hereto shall be deemed incorporated and set forth in this Agreement to the extent necessary to give effect to the foregoing. In furtherance of the foregoing, the Administrative Agent will (and the Lenders hereby authorize and direct the Administrative Agent to), at the request of the Borrower, enter into such technical amendments and other modifications to this Agreement as are reasonably necessary to effect the foregoing.

(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Senior Interim Loan Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Senior Interim Loan Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

(d) Notwithstanding anything herein to the contrary, (i) if any amendment, waiver or other modification would by its terms disproportionately affect the holders of any one or more classes of Loans, such amendment, waiver or other modification shall also require the consent of the holders of at least a majority in aggregate principal amount of the then outstanding amount of such class or classes of Loans, voting as a single class and (ii) if any amendment, waiver or other modification would only affect the holders of any one class of Loans, consent of the respective holders, if applicable, holding at least a majority in aggregate principal amount of the then outstanding amount of such class of Loans, if any are outstanding, and not the consent of the Lenders holding a majority of Loans as the case may be, acting as a single class, shall be required.

(e) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor pursuant to Section 7.6 or the release of any Collateral pursuant to Section 10.2, respectively, all without the further consent or joinder of any Lender.

(f) Notwithstanding anything in this Agreement (including, without limitation, this Section 13.1 ) or any other Loan Document to the contrary, (i) no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of the Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Collateral Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided , further , that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Collateral Agent; (ii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrower) and (y) to effect administrative changes of a technical or immaterial nature and such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; and (iii) guarantees, collateral documents and related documents executed by Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Loan Document, entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Loan Party or Loan Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion, to (A) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative Agent and the Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

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(g) Notwithstanding anything in this Agreement or any Collateral Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under any Collateral Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings, the Borrower and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Collateral Document.

13.2. Notices . Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a) if to the Borrower, the Administrative Agent or the Collateral Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(b) if to any Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the Collateral Agent.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative Agent or the Lenders pursuant to Sections 2.3 , 2.6 , 2.9 and 5.1 hereof shall not be effective until received.

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13.3. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Requirements of Law.

13.4. Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

13.5. Payment of Expenses; Indemnification . The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Paul Hastings LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), or such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) (all the foregoing in this clause (d) , collectively, the “ Indemnified Liabilities ”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties, (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Loan Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Section 2.10 .

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13.6. Successors and Assigns; Participations and Assignments .

(a) 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 (i) except as expressly permitted by Section 11.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6 . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in clause (c) of this Section 13.6 ) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders and each other Person entitled to indemnification under Section 13.5 ) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Senior Interim Loan Commitments and the Loans at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall have the right to withhold or delay its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

(I) the Borrower, provided that no consent of the Borrower shall be required for an assignment to (1) a Lender, an Affiliate of a Lender, an Approved Fund, (2) if an Event of Default under Section 11.1(I)(a) , (b) , (f) or (g) hereof has occurred and is continuing, any other assignee, (3) if a Demand Failure Event has occurred, any other assignee (4) such assignment occurs on or after the Interim Loan Conversion Date, any other assignee or (5) prior to the Interim Loan Conversion Date, if, after giving effect to such assignment, the Committed Lenders would hold, in the aggregate, 51% or more of the aggregate principal amount of outstanding Loans, any other assignee; and

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(II) the Administrative Agent (which consent shall not be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

Notwithstanding the foregoing, no such assignment shall be made to a natural person.

(i) Assignments shall be subject to the following additional conditions:

(III) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Senior Interim Commitment or Loans of any Class, the amount of the Senior Interim Loan Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 in excess thereof or, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed), provided that no such consent of the Borrower shall be required if an Event of Default under Section 11.1(I)(a) , (b) , (f) or (g) hereof has occurred and is continuing; provided further that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; (IV) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(V) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment;

(VI) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent (the “ Administrative Questionnaire ”); and

(VII) any assignment to Holdings, a Borrower or any Subsidiary shall also be subject to the requirements of Section 13.6(h) .

(ii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section 13.6 , from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10 , 2.11 , 5.4 and 13.5 hereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 13.6 . For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6 , (i) the Administrative Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or obligations acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each be released from further obligations under the Loan Documents and (ii) the benefit of each Collateral Document shall be maintained in favor of the new Lender.

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(iii) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, the Senior Interim Loan Commitments of, and principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “ Register ”). Further, each Register shall contain the name and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Administrative Agent and its Affiliates, the Collateral Agent and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iv) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 13.6 (unless waived) and any written consent to such assignment required by clause (b) of this Section 13.6 , the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register.

(c) (i) Any Lender may, without the consent of the Borrower, or the Administrative Agent, sell participations to one or more banks or other entities (each, a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Senior Interim Loan Commitments and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) of the proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii) of this Section 13.6 , the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.10 , 2.11 and 5.4 hereof to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.6 , including the requirements of clauses (d) , (e) , (h) and (i) of Section 5.4 ). To the extent permitted by Requirements of Law, each Participant also shall be entitled to the benefits of Section 13.8(b) hereof as though it were a Lender, provided such Participant agrees to be subject to Section 13.8(a) hereof as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.10 , 2.11 or 5.4 hereof than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld); provided that the Participant shall be subject to the provisions in Section 2.12 as if it were an assignee under clauses (a) and (b) of this Section 13.6 . Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Senior Interim Loan Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Senior Interim Loan Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

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(d) Any Lender may, without the consent of the Borrower or the Administrative Agent, 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 Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 13.6 shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Borrower hereby agrees that, upon request of any Lender at any time and from time to time after the Borrower has made its initial borrowing hereunder, the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit H hereto, as the case may be, evidencing the Loans, owing to such Lender.

(e) Subject to Section 13.16 hereof, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each, a “ Transferee ”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

(f) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance 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 the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(g) SPV Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (a “ SPV ”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Senior Interim Loan Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, Insolvency or Liquidation Proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6 , any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement, subject to the following sentence, each SPV shall be entitled to the benefits of Sections 2.10 , 2.11 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of Sections 2.10 , 2.11 and 5.4 as though it were a Lender and has acquired its interest by assignment pursuant to clause (b) of this Section 13.6 , including the requirements of clauses (d) , (e) , (h) and (i) of Section 5.4 ). Notwithstanding the prior sentence, an SPV shall not be entitled to receive any greater payment under Section 2.10 , 2.11 or 5.4 than its Granting Lender would have been entitled to receive absent the grant to such SPV, unless such grant to such SPV is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld).

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(h) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans to Holdings, the Borrower or any Subsidiary and (y) Holdings, the Borrower and any Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis on a pro rata basis in accordance with Section 5.1(b) ; provided that any Loans acquired by Holdings, the Borrower or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof;

13.7. Replacements of Lenders Under Certain Circumstances .

(a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10 or 5.4 hereof, (b) is affected in the manner described in Section 2.10(a)(iii) hereof and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1(I)(a) , (b) , (f) or (g) hereof shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10 , 2.11 or 5.4 hereof, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 hereof ( provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

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(b) If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 hereof requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.

(c) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 13.7 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.

13.8. Adjustments; Set-off .

(a) If any Lender (a “ benefited Lender ”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.1(I)(f) or (g) hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however , that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Senior Interim Loan Commitments to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Senior Interim Loan Commitments or any increase in the Applicable LIBOR Margin in respect of Loans or Senior Interim Loan Commitments of Lenders that have consented to any such extension. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(b) After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Loan Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Loan Parties, if applicable) and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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13.9. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

13.10. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.11. Integration . This Agreement and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. For the avoidance of doubt, the Fee Letter remains in full force and effect in accordance with its terms.

13.12. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.13. Submission to Jurisdiction; Waivers . Each party hereto irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 hereto at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2 hereto and each Loan Party that is organized under the laws of a jurisdiction outside the United States hereby appoints the Borrower as its agent for service of process in any matter related to this Agreement or the other Loan Documents;

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(d) agrees that nothing herein shall affect the right of the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party to effect service of process in any other manner permitted by Requirements of Law or shall limit the right to sue or to commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction;

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; provided , that nothing in this clause (e) shall limit the Loan Parties’ indemnification obligations set forth in Section 13.5 ; and

(f) agrees that a final judgment in any 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.

13.14. Acknowledgments . The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and the other Loan Parties, on the one hand, and the Administrative Agent, the Lenders and the other Agents on the other hand, and the Borrower and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Administrative Agent, other Agents and the Lenders, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of the Borrower, any other Loan Parties or any of their respective Affiliates, equity holders, creditors or employees or any other Person; (iii) neither the Administrative Agent, any other Agent nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any other Agent or any Lender has advised or is currently advising any of the Borrower, the other Loan Parties or their respective Affiliates on other matters) and none of the Administrative Agent, any Agent or any Lender has any obligation to any of the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and its Affiliates, each other Agent and each of its Affiliates and each Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Administrative Agent, any other Agent or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) none of the Administrative Agent, any Agent or any Lender has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby agrees that it will not claim that any Agent owes a fiduciary or similar duty to the Loan Parties in connection with the Transactions contemplated hereby and waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and each Agent with respect to any breach or alleged breach of agency or fiduciary duty; and

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(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.

13.15. WAIVERS OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

13.16. Confidentiality . The Administrative Agent, each other Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower or any of its Subsidiaries in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender, the Administrative Agent or such other Agent pursuant to the requirements of this Agreement (“ Confidential Information ”), confidential in accordance with its customary procedure for handling confidential information of this nature and in any event may make disclosure (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding or as otherwise required or requested by any Governmental Authority, regulatory, self-regulatory agency or representative thereof or pursuant to legal process or applicable Requirements of Law or regulation, (b) to such Lender’s or the Administrative Agent’s or such other Agent’s attorneys, professional advisors, independent auditors, trustees or Affiliates, in each case who need to know such information in connection with the administration of the Loan Documents and are informed of the confidential nature of such information, (c) to an investor or prospective investor in a securitization that agrees its access to information regarding the Loan Parties, the Loans and the Loan Documents is solely for purposes of evaluating an investment in a securitization and who agrees to treat such information as confidential, (d) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for a securitization and who agrees to treat such information as confidential, (e) to a nationally recognized ratings agency that requires access to information regarding the Loan Parties, the Loans and Loan Documents in connection with ratings issued with respect to a securitization, (f) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this Section 13.16 ; (g) to the extent that such information is received from a third party that is not, to such Lender’s, Administrative Agent’s or other Agent’s knowledge, subject to confidentiality obligations owing to the Borrower or any of its Subsidiaries, (h) to the extent that such information was already in such Lender’s, Administrative Agent’s or other Agent’s possession prior to entering into this Agreement or is independently developed by such Lender, Administrative Agent or other Agent and (h) for purposes of establishing a “due diligence” defense; provided that unless specifically prohibited by applicable Requirements of Law, rule or regulation, each Lender, the Administrative Agent and each other Agent shall endeavor to notify the Borrower (without any liability for a failure to so notify the Borrower) of any request made to such Lender, the Administrative Agent or such other Agent, as applicable, by any governmental, regulatory or self-regulatory agency or representative thereof (other than any such request in connection with a routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority) for disclosure of any such non-public information prior to disclosure of such information; provided further that in no event shall any Lender, the Administrative Agent or any other Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary. In addition, each Lender, the Administrative Agent and each other Agent may provide Confidential Information to prospective Transferees or to any pledgee referred to in Section 13.6 or to prospective direct or indirect contractual counterparties in Hedging Agreements to be entered into in connection with Loans made hereunder as long as such Person is advised of and agrees to be bound by the provisions of this Section 13.16 or confidentiality provisions at least as restrictive as those set forth in the Section 13.16 .

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13.17. [Reserved] .

13.18. Direct Website Communications .

(a) The Borrower may, at its option, provide to the Administrative Agent any information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under any Domestic Priority Debt prior to the scheduled date therefor, (C) provides notice of any default or event of default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of any Domestic Priority Debt (all such non-excluded communications being referred to herein collectively as “ Communications ”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by the Administrative Agent from time to time; provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Nothing in this Section 13.18 shall prejudice the right of the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(b) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

(c) The Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “ Platform ”), so long as the access to such Platform (i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii) remains subject to the confidentiality requirements set forth in Section 13.16 .

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(d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY MATERIALS OR INFORMATION PROVIDED BY THE LOAN PARTIES (THE “ BORROWER MATERIALS ”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ” and each an “ Agent Party ”) have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor)) gross negligence, bad faith or willful misconduct or material breach of the Loan Documents.

(e) The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to the Loan Documents or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains only publicly available information with respect to the Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use commercially reasonable efforts to indicate whether any document or notice contains only publicly available information.

13.19. USA PATRIOT Act and Anti-Money Laundering Legislation .

(a) The Agents and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Agent and such Lender to identify each Loan Party in accordance with the Patriot Act.

(b) The Agents and each Lender hereby notifies the Borrower that pursuant to the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “ AML Legislation ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Agent and such Lender to identify each Loan Party in accordance with the AML Legislation.

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13.20. Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

13.21. Reinstatement . This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

13.22. No Fiduciary Duty . Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “ Lenders ”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders or creditors. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

13.23. Intercreditor Agreement . Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, (c) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Administrative Agent and on behalf of such Lender and (d) hereby consents to the subordination of the Liens securing the Obligations on the terms set forth in the Intercreditor Agreement. The foregoing provisions are intended as an inducement to the lenders under the ABL Debt Documents to extend credit to the Loan Parties and such lenders are intended third party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

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13.24. Currency Indemnity . If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “ Judgment Currency ”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “ Currency Due ”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Toronto, Ontario. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the Borrower will, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrower shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

SUNOPTA INC., as Holdings


By:
	Name: Robert McKeracher
	Title: Vice President and Chief Financial Officer

	SUNOPTA FOODS INC., as Borrower


By:
	Name: Robert McKeracher
	Title: Vice President

[Signature Page to Second Lien Loan Agreement]

CITRUSOURCE, LLC, as Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


SUNRISE HOLDINGS (DELAWARE), INC., as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


SUNRISE GROWERS, INC., as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


FARM CAPITAL INCORPORATED, as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President

[Signature Page to Second Lien Loan Agreement]

SUNOPTA GRAINS AND FOODS INC., as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


SUNOPTA COMPANIES INC., as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


SUNOPTA GLOBAL ORGANIC INGREDIENTS
INC., as Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President


PACIFIC RIDGE FARMS, LLC, as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President



SUNOPTA INVESTMENTS LTD., as
Guarantor


By:
Name:	Robert McKeracher
Title:	Vice President

[Signature Page to Second Lien Loan Agreement]

BANK OF MONTREAL, as
Administrative Agent, Collateral Agent and a Lender


By:
	Name:
	Title:

[Signature Page to Second Lien Loan Agreement]

COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH,
as a Lender


By:
	Name:
	Title:

[Signature Page to Second Lien Loan Agreement]

Agreed Security Principles

The Borrower and the Guarantors will use their commercially reasonable efforts to grant, or take perfection actions that are required under applicable law with respect to, a second priority security interest (subject to Permitted Liens, the Intercreditor Agreement and the Agreed Security Principles) to the Collateral Agent, for the benefit of itself, the Lenders (and, to the extent any Permitted Additional Parity Debt is outstanding, the lenders or holders of such Permitted Additional Parity Debt) in all assets that secure the North American ABL Facility or any other future Domestic Priority Debt. However, if after the use of commercially reasonable efforts, the Borrower or the applicable Guarantor determines in good faith that it cannot grant such security interest to, or cannot accomplish the required or necessary perfection actions under the applicable laws of any jurisdiction outside the United States and Canada for the benefit of, the Collateral Agent, for the benefit of itself, the Administrative Agent and the Lenders, without undue burden or expense or because the laws of a particular jurisdiction do not recognize the concept of a “second priority lien” or “second priority security interest,” the Borrower and the Guarantors shall not be required to grant such security interest and/or accomplish such perfection actions, even if a security interest has been granted to, or such perfection actions have been accomplished for the benefit of, any holders of Domestic Priority Debt (such collateral shall be referred to as “ Excluded Collateral ” and such excepted perfection actions shall be referred to as “ Excluded Actions ”).

Notwithstanding anything to the contrary in the Loan Documents, any Guarantees and any Obligations under this Agreement will not be secured by any assets, and the Borrower and the applicable Guarantors will not be required to accomplish any perfection actions under the applicable laws of any jurisdiction for the benefit of, the Collateral Agent, for the benefit of itself, the Administrative Agent and the Lenders, to the extent that holders of Domestic Priority Debt (i) are not granted a Lien on such assets or do not receive a perfected security interest in such assets under the applicable laws of any jurisdiction for any reason, (ii) waive any requirement to grant a Lien on, or accomplish perfection actions under the applicable laws of any jurisdiction for, such assets or (iii) release their Lien on, or perfected security interest in, such assets (or if such Lien is automatically released) (other than in the case of this clause (iii) if such release occurs in connection with the discharge in full of all obligations owing under such Domestic Priority Debt which discharge (A) is not in connection with a foreclosure of, or other exercise of remedies with respect to, such assets or (B) is not in connection with a replacement or refinancing of such Domestic Priority Debt, it being understood that in the case of this clause (B) the Notes will be secured on a second priority basis by Collateral that secures the Domestic Priority Debt that is outstanding after giving effect to any such replacement or refinancing, subject to the Agreed Security Principles).

For the avoidance of doubt, the following categories shall be deemed to be Excluded Collateral:

	•	if the cost of providing such guarantee or lien and/or perfecting such security interest on a second priority basis is not proportionate to the benefit accruing to the Lenders;

	•	if there is material incremental cost or expense involved in creating, granting or perfecting a second priority lien or security interest over the assets of the Borrower or applicable Guarantor in a particular category of assets and/or a particular jurisdiction, only the material assets in that category and/or jurisdiction will be subject to such lien if doing so would result in a savings of such material incremental cost or expense (it being understood that if the whole category of such assets is not material, then no actions shall be required to be taken in respect of such category and/or in such jurisdiction);

	•	if providing and/or perfecting such lien on a second priority basis (i) requires consent before such assets may be secured and/or perfected or (ii) where providing and/or perfecting such lien would, without the consent of a third party, give such third party the right to terminate or otherwise amend any rights, benefits and/or obligations of the Borrower or the Guarantors in respect of those assets or require any of them to take any action materially adverse to their interests and (subject to certain conditions being met) in respect of either clause (i) or (ii) such consent cannot be obtained after the use of commercially reasonable efforts;

Annex 1-1

	•	if providing and/or perfecting such lien on a second lien basis would be prohibited by applicable law, general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar matters or providing and/or perfecting security would be outside the applicable pledgor’s capacity or conflict with fiduciary duties of directors or cause material risk of personal or criminal liability after the use of commercially reasonable efforts to overcome such prohibitions (if possible);

	•	if in certain jurisdictions it may be either impossible or impractical to create and/or perfect a second lien priority lien over certain categories of assets or over all assets, such lien will not be granted and/or required to be perfected over such assets in such jurisdictions;

	•	if providing and/or perfecting such lien would have a material adverse effect (as reasonably determined in good faith by Holdings) on the ability of Holdings or any of its Subsidiaries to conduct its operations and business in the ordinary course as otherwise permitted by this Agreement and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this principle;

	•	no perfection action will be required in jurisdictions where the Borrower or a Guarantor is not located or organized but perfection action or actions to make enforceable any lien may be required in the jurisdiction of another Subsidiary or where the assets of the Borrower or such Guarantor may also be located and no perfection action will be required in any supra-national registries;

	•	in the case of bank or securities accounts not located in the United States or Canada, if providing such lien and/or perfecting liens thereon would require giving notice to the banks with whom such accounts are maintained, such notice will only be provided after the Notes are accelerated (it being understood that whether located in the United States, Canada or elsewhere, control agreements (or similar perfection arrangements) with respect to any Collateral shall only be required to be entered into after the discharge in full of all Domestic Priority Debt secured by such Collateral;

	•	in the case of receivables, notification of receivables security to debtors and of liens over goods held by third parties will only be provided after the Notes are accelerated, subject to certain exceptions; and

	•	if the Administrative Agent or Notes Collateral Agent, as applicable, is unable to or refuses to execute the guarantee or any joinder to provide for a guarantee or security documents or otherwise cooperate in the provision of such guarantee or the granting of such liens and/or the taking of such actions required to perfect a lien in any such assets.

The Agreed Security Principles with respect to the Notes will be interpreted and applied in good faith by Holdings.

-2-

If the Borrower or a Guarantor is not required to grant a security interest or accomplish perfection actions due to the exceptions set forth in this Annex I, the Borrower or such Guarantor shall not be permitted to grant such security interest or accomplish such perfection actions for the benefit of the holders of any Indebtedness of Holdings, the Borrower or a Restricted Subsidiary that is not a Foreign Subsidiary or a Canadian CFC unless such Indebtedness is Domestic Priority Debt.

To the extent the North American ABL Facility is secured in Canada by security taken under Section 427 (or any successor provision) of the Bank Act (Canada), the Collateral Agent and the Lenders will not meet the requirements under that Act for taking the same security on a second lien basis in Canada. Instead, the Collateral Agent will be granted a second priority security interest in the same Collateral covered by the Bank Act security through more typical security granting instruments and related filings under the PPSA.

-3-

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hendrik Jacobs, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended October 1, 2016;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Hendrik Jacobs

Hendrik Jacobs
President and Chief Executive Officer
SunOpta Inc.
Date: November 9, 2016

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert McKeracher, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended October 1, 2016;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert McKeracher

Robert McKeracher
Vice President and Chief Financial Officer
SunOpta Inc.
Date: November 9, 2016

Exhibit 32

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of SunOpta Inc. (the “Company”) on Form 10-Q for the quarter ended October 1, 2016 as filed with the Securities and Exchange Commission (the “Report”), I, Hendrik Jacobs, President and Chief Executive Officer of the Company, and I, Robert McKeracher, Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, that to our knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 9, 2016

/s/ Hendrik Jacobs
Hendrik Jacobs
President and Chief Executive Officer
SunOpta Inc.

/s/ Robert McKeracher
Robert McKeracher
Vice President and Chief Financial Officer
SunOpta Inc.

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and should not be deemed to be filed under the Exchange Act by the Company or the certifying officer.