AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF FEBRUARY 17, 2023 BETWEEN ROYAL BANK OF CANADA AS LENDER AND VICINITY MOTOR (BUS) CORP. AS BORROWER AND THE GUARANTORS PARTY HERETO INDEX OF EXHIBITS AND SCHEDULES

EXHIBIT 4.1 

REDACTED

Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.

AMENDED AND RESTATED LOAN AGREEMENT

DATED AS OF FEBRUARY 17, 2023

BETWEEN

ROYAL BANK OF CANADA

AS LENDER

AND

VICINITY MOTOR (BUS) CORP.

AS BORROWER

AND

THE GUARANTORS PARTY HERETO

INDEX OF EXHIBITS AND SCHEDULES

Schedule A:	Definitions
Schedule B:	Xxxxxx’s and Xxxxxxxx’s Addresses for Notices
Schedule C:	Letters of Credit
Schedule D:	Cash Management System
Schedule E:	Fees
Schedule F:	Schedule of Documents
Schedule G:	Material Contracts
Schedule H:	Bank Products
Schedule I:	Eligible Equipment
Schedule J:	Sales Forecast
Exhibit A:	Form of Notice of Borrowing or Continuation/Conversion
Exhibit B:	Other Required Reports and Information
Exhibit C-1 and Exhibit C-2:	Form of Borrowing Base Certificates
Exhibit D:	Form of Compliance Certificate
Exhibit E:	Form of Landlord Waiver

TRANSACTION SUMMARY AS OF THE DATE OF THIS AGREEMENT

REVOLVING CREDIT LOAN

Operating Loan Maximum Amount:               $10,000,000 or the Equivalent Amount in U.S.$

Letter of Credit Sublimit: $5,000,000 or the Equivalent Amount in U.S.$, as a sublimit of the Operating Loan

Interest Rate:

Trailing 12 month EBITDA	RBP / RBUSBR	BA Equivalent Rate / Adjusted Term SOFR
Greater than or equal to $3,000,000	plus 0.75% per annum	plus 2.25% per annum
Less than $3,000,000	plus 1.00% per annum	plus 2.50% per annum

Operating Loan Borrowing Base:	(i) 85% of the value (as determined by Xxxxxx) of
	Eligible Accounts (other than Investment Grade or
	Insured Accounts) and 90% of the value (as determined
	by Xxxxxx) of Eligible Investment Grade or Insured
	Accounts; plus
	(ii) the lesser of (I) 85% of the net orderly liquidation
	value of Eligible Inventory, and (II) 65% of the book
	value of Eligible Inventory, subject to a maximum of
	$7,500,000; plus
	(iii) 85% of the net orderly liquidation value of all
	appraised Eligible Equipment, subject to a maximum
	of $2,500,000; less
	(iv) reserves

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EDC GUARANTEED LETTER OF CREDIT LOAN
EDC Guaranteed Letter of Credit Limit:	U.S.$3,000,000
CONTRACT REVOLVER FACILITY
Contract Revolver Facility Maximum Amount:	U.S.$30,000,000
Interest Rate:	RBP / RBUSBR plus 2.00% per annum
Contract Revolver Borrowing Base	(i) 100% of the value of Eligible Pre-Shipment Costs, less (ii) reserves
STATED EXPIRY DATE	February 16, 2024
OTHER FEES
Closing Fee	U.S.$30,000
Collateral Monitoring Fee:	$1,500 per month
Prepayment Fee:	1% of the Operating Loan Maximum Amount in year one; 0.5% of the Operating Loan Maximum Amount thereafter. Prepayment Fee not payable should Canada credit facility.
Unused Line Fee:	0.25% per annum

The loans described generally here are established and governed by the terms and conditions set forth below in this Agreement and the other Loan Documents, and if there is any conflict between this general description and the express terms and conditions below or elsewhere in the Loan Documents, such other express terms and conditions shall control.

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TABLE OF CONTENTS

SECTION 1 AMOUNT AND TERMS OF CREDIT		1
1.1	Loans	1
1.2	Term and Prepayment	3
1.3	Use of Proceeds	4
1.4	Single Loan	4
1.5	Interest	4
1.6	Continuation and Conversion Elections	5
1.7	Cash Management System	6
1.8	Fees	6
1.9	Receipt of Payments	7
1.10	Application and Allocation of Payments	7
1.11	Accounting	7
1.12	Indemnity	7
1.13	Borrowing Base; Reserves	8
1.14	Funding Losses	8
1.15	Benchmark Replacement Setting	8
1.16	Inability to Determine Rates	10
SECTION 2 CONDITIONS PRECEDENT		11
2.1	Conditions to the Initial Loans	11
2.2	Further Conditions to the Loans	12
SECTION 3 REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS		12
3.1	Corporate Existence; Compliance with Law	13
3.2	Executive Offices; Corporate or Other Names	13
3.3	Corporate Power; Authorization; Enforceable Obligations	13
3.4	Financial Statements and Projections; Books and Records	13
3.5	Material Adverse Change	14
3.6	Real Estate; Property	14
3.7	Ventures, Subsidiaries and Affiliates; Outstanding Shares and Indebtedness	14
3.8	Government Regulations	14
3.9	Taxes; Charges	15
3.10	Payment of Obligations	15
3.11	Pension Plans	15
3.12	Litigation	15
3.13	Intellectual Property	15
3.14	Full Disclosure/Know Your Customer	16
3.15	Environmental Matters	16
3.16	Insurance	16
3.17	Bank Accounts	17
3.18	Accounts, Inventory and Pre-Shipment Costs	17
3.19	Conduct of Business	17
3.20	Material Contracts	17

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3.21	Eligible Pre-Shipment Costs and EV Truck Inventory	18
3.22	Ferndale Property	18
3.23	Green Loan Representations and Covenants	18
3.24	Further Assurances	19
3.25	Default	19
SECTION 4 FINANCIAL REPORTS, INFORMATION AND NOTICES		19
4.1	Reports and Information	19
4.2	Notices	20
SECTION 5 FINANCIAL AND NEGATIVE COVENANTS		20
5.1	Financial Covenants	20
5.2	Negative Covenants	20
SECTION 6 SECURITY INTEREST		22
6.1	Grant of Security Interest	22
6.2	Lender’s Rights	23
6.3	Grant of License to Use Intellectual Property Collateral	24
SECTION 7 EVENTS OF DEFAULT, RIGHTS AND REMEDIES		24
7.1	Events of Default	24
7.2	Remedies	26
7.3	Non-Compliance of Green Loan Principles	27
7.4	Waivers by Credit Parties	28
7.5	Proceeds	28
SECTION 8 MISCELLANEOUS		30
8.1	Complete Agreement; Modification of Agreement	30
8.2	Expenses	30
8.3	No Waiver	30
8.4	Severability; Section Titles	30
8.5	Authorized Signature	31
8.6	Notices	31
8.7	Counterparts	31
8.8	Assignments	31
8.9	Time of the Essence	31
8.10	Governing Law	32
8.11	Submission to Jurisdiction; Waiver of Jury Trial	32
8.12	Press Releases	32
8.13	Reinstatement	32
8.14	Illegality	33
8.15	Set Off and Survival	33
8.16	Increased Costs	33
8.17	Conflict	34
SECTION 9 SPECIAL PROVISIONS		34
9.1	Interest Act (Canada)	34
9.2	Excess Resulting from Exchange Rate Change	34
9.3	Judgment Currency	34

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Schedule A	DEFINITIONS	1
Schedule B	LENDER’S AND XXXXXXXX’S ADDRESSES FOR NOTICES
Schedule C	LETTERS OF CREDIT
Schedule D	CASH MANAGEMENT SYSTEM
Schedule E	FEES
Schedule F	SCHEDULE OF DOCUMENTS
Schedule G	MATERIAL CONTRACTS
Schedule H	BANK PRODUCTS

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This AMENDED AND RESTATED LOAN AGREEMENT is dated as of February 17, 2023 and agreed to by and between Vicinity Motor (Bus) Corp. (“Borrower”), each other Credit Party executing this Agreement, and Royal Bank of Canada (“Lender”).

RECITALS:

(A) Xxxxxxxx and Xxxxxx, among others, have entered into a loan agreement dated October 23, 2017, as amended by a first amendment agreement and consent dated May 16, 2018, a second amendment agreement and consent dated December 21, 2018, a third amendment agreement and waiver dated August 26, 2019, a fourth amendment agreement dated May 26, 2020, a fifth amendment agreement dated July 30, 2020, a sixth amendment agreement dated August 26, 2020, a seventh amendment agreement dated October 23, 2020, an eighth amendment agreement, waiver and consent dated December 20, 2021 and a ninth amendment agreement dated June 1, 2022 (collectively, the “Original Loan Agreement”).

(B) Borrower, Lender and the other parties hereto wish to amend and restated the Original Loan Agreement pursuant to the terms of this Agreement.

(C) Capitalized terms used herein shall have the meanings assigned to them in Schedule A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern. All schedules, attachments, addenda and exhibits hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement, constitute but a single agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

SECTION 1 AMOUNT AND TERMS OF CREDIT

1.1 Loans

(a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date, as applicable: (i) Lender agrees to make available advances in respect of the Operating Loan (each, a “Revolving Credit Advance”) in $ based upon RBP or the BA Equivalent Rate (subject to a minimum of $1,000,000 and integral multiples of $100,000, in the case of Revolving Credit Advances made based upon the BA Equivalent Rate) and, subject to such limits as Lender may specify, in U.S.$ based upon RBUSBR or Adjusted Term SOFR (subject to a minimum of U.S.$1,000,000 and integral multiples of U.S.$100,000, in the case of Revolving Credit Advances made based upon Adjusted Term SOFR) and to incur Letter of Credit Obligations (not including EDC Guaranteed Letter of Credit Obligations), subject to the Letter of Credit Sublimit, in an aggregate outstanding amount not to exceed the Operating Loan Borrowing Availability; (ii) Lender agrees to incur EDC Guaranteed Letter of Credit Obligations subject to the EDC Guaranteed Letter of Credit Limit; and (iii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations (including, for greater certainty, EDC Guaranteed Letter of Credit Obligations), under this Section 1.1(a).

(b) Provided that no Default or Event of Default has occurred, and subject to the Lender’s right to withhold such funds at any time, Lender may at its sole option and discretion, make available advances (each, a “Contract Revolver Advance”) in $ based upon RBP and in U.S.$ based upon RBUSBR, in an aggregate outstanding amount not to exceed the Contract Revolver Borrowing Availability (the “Contract Revolver Facility”) upon receipt of a Notice of Borrowing from Borrower given no later than 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), as applicable. Xxxxxx makes no commitment to make any Contract Revolver Advances and may at any time, in its sole and absolute discretion, decline to make any Contract Revolver Advances. In the event that the Borrower requests, and the Lender agrees, to make any Contract Revolver Advances, it will do so subject to the following:

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(i) the provisions of Sections 1.1(c) and (d) shall apply mutatis mutandis to the making of any advances in respect of the Contract Revolver Facility;

(ii) the Borrower may, subject to the terms hereof, borrow, repay and reborrow under the Contract Revolver Facility;

(iii) upon receipt of a Notice of Borrowing, the Lender shall determine whether such advance may be a Revolving Credit Advance or a Contract Revolver Advance; and

(iv) the Contract Revolver Facility shall be payable upon the occurrence of the Stated Expiry Date, unless Xxxxxx has earlier demanded repayment in full as a result of an Event of Default.

(c) Borrower shall request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a “Notice of Borrowing”) given no later than: (i) 3:00 p.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), as applicable, in the case of Revolving Credit Advances to be made in $ based upon RBP and in U.S.$ based upon RBUSBR; and (ii) 10:00 a.m. (Toronto time) one (1) Business Day prior to the Business Day of the proposed advance and within one (1) Business Day of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in $ based upon the BA Equivalent Rate; and (iii) 10:00 a.m. (Toronto time) two (2) Business Days prior to the Business Day of the proposed advance and within two (2) Business Days of the delivery of the documents and information provided for in Section 4.1(a), in the case of Revolving Credit Advances to be made in U.S.$ based upon Adjusted Term SOFR. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon: (i) any Notice of Borrowing believed by Xxxxxx to be genuine; and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Borrowing were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. As an accommodation to Borrower, Lender may permit telephonic (which shall, promptly upon request be confirmed in writing by Xxxxxxxx), electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Xxxxxxxx. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic, facsimile or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Xxxxxx’s honouring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower, and Xxxxxx shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it.

(d) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificates delivered to Lender by Borrower and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance, Contract Revolver Advance or incur any other Obligation if Borrower has failed to deliver the Borrowing Base Certificates, supported by electronic uploads of the Borrower’s perpetual Inventory, accounts receivable, accounts payable listing, copies of Purchase Orders, and other documentation described in Section 4.1(a), as applicable, in a format acceptable to Lender by the time specified in Section 4.1(a) or if an Event of Default shall be continuing.

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(e) Letters of Credit. Subject to the terms and conditions of this Agreement, Borrower shall have the right to request, and Xxxxxx agrees to incur, the Letter of Credit Obligations for the account of Borrower in accordance with Schedule C.

(f) Bank Products. Subject to the terms and conditions of this Agreement, Lender may provide Bank Products to Borrower in accordance with Schedule H.

(g) Overdrafts. The existence of any overdraft in any of the bank accounts maintained with Lender in consequence of Lender charging or debiting any amount as provided in Section 1.10 or any cheque or other item presented for payment in an amount greater than the available balance in such account, whether or not pursuant to any limit established by Lender in its sole, unfettered discretion (an “Overdraft”) shall be deemed to be a request for an advance hereunder and shall constitute a Loan and Revolving Credit Advance (being either an RBP based loan or an RBUSBR based loan, as the case may be) in the amount of such Overdraft. In addition to all other terms and conditions set out in this Agreement, Lender shall not, however, have any obligation to honour any Overdraft if such proposed Overdraft together with all other Overdrafts then outstanding should, in the aggregate, exceed $1,000,000, or the Equivalent Amount thereof in U.S.$.

1.2 Term and Prepayment

(a) Upon the Commitment Termination Date with respect to all Obligations outstanding in connection with the Operating Loan, the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder in connection with the Operating Loan shall immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to Lender in connection with the Operating Loan. Upon the Commitment Termination Date with respect to all Obligations outstanding in connection with the Contract Revolver Facility, the obligation of Lender to make Contract Revolver Advances and extend other credit hereunder in connection with the Contract Revolver Facility shall immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Contract Revolver Advances and all accrued but unpaid interest thereon; and (ii) all other non-contingent Obligations due to Lender in connection with the Contract Revolver Facility. Upon the Commitment Termination Date with respect to EDC Guaranteed Letter of Credit Obligations, the obligation of Lender to extend any credit under the EDC Guaranteed Letter of Credit Loan shall immediately terminate and Borrower shall pay to Lender in full, in cash, an amount sufficient to enable Lender to hold cash collateral in respect of the EDC Guaranteed Letter of Credit Obligations as specified in Schedule C.

(b) If the Revolving Credit Loan shall at any time exceed the Operating Loan Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess. If the Contract Revolver Loan shall at any time exceed the Contract Revolver Borrowing Availability, then Borrower shall immediately repay the Contract Revolver Loan in the amount of such excess.

(c) No later than one (1) Business Day following the sale of any EV Truck Inventory occurring on or after the Closing Date, Borrower shall cause 100% of the sale proceeds of such EV Truck Inventory to be deposited to the Contract Revolver Blocked Account. The Lender shall sweep the Contract Revolver Blocked Account pursuant to Schedule D and shall apply the entire such amount swept by it in repayment of the Contract Revolver Loans up to an amount equal to one hundred percent (100%) of the value of Eligible Pre-Shipment Costs associated with the EV Truck Inventory subject to such sale, and the remainder of such sale proceeds, if any, shall be advanced by the Lender to the Contract Revolver Disbursement Account. Upon the occurrence of an Event of Default, the Lender shall sweep the Contract Revolver Blocked Account pursuant to Schedule D and shall apply the entire such amount swept by it in repayment of the Contract Revolver Loans with no balance being paid to the Contract Revolver Disbursement Account until all Obligations have been permanently repaid in full and terminated.

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(d) Borrower shall have the right, at any time upon ninety (90) days prior written notice to Lender to: (i) terminate voluntarily Borrower’s right to receive or benefit from, and Xxxxxx’s obligation to make (A) Revolving Credit Advances and to incur Letter of Credit Obligations, and (B) Contract Revolver Advances; and (ii) prepay all of the Obligations; provided, however, that with respect to Revolving Credit Advances made based upon the BA Equivalent Rate or Adjusted Term SOFR prepaid by Borrower prior to the expiration date of the Interest Period applicable thereto, Borrower shall pay to Lender the amounts described in Section 1.14(c). Following receipt of such notice by Xxxxxx, the effective date of termination of the Revolving Credit Loan, the Contract Revolver Facility and Letter of Credit Obligations specified in such notice shall be deemed to be the Commitment Termination Date in respect thereof, provided any Letter of Credit Obligations specified in such notice have been cancelled or cash collateralized pursuant to Schedule C on or prior to such date. If Borrower exercises its right of termination and prepayment, Borrower shall pay to Lender the applicable Prepayment Fee and such amounts described in Section 1.14(c), provided that no Prepayment Fee will be payable if the Revolving Credit Loan is refinanced by another Royal Bank of Canada credit facility.

1.3 Use of Proceeds

Borrower shall use the proceeds of the Loans as follows: (a) with respect to the Operating Loan, for working capital and general corporate purposes; and (b) with respect to the Contract Revolver Loan, for supporting Borrower’s Green Loan Objectives by financing Eligible Pre-Shipment Costs paid or to be paid by Borrower for the manufacture of the EV Truck Inventory under signed domestic or international Purchase Orders.

1.4 Single Loan

The Loans and all of the other Obligations of Borrower to Lender shall constitute one general obligation of Borrower secured by all of the Collateral, subject to Section 7.5.

1.5 Interest

Borrower shall pay interest to Lender on the aggregate outstanding Revolving Credit Advances and Contract Revolver Advances as follows: (i) at a floating per annum rate equal to the RBP plus the Applicable Margin in the case of RBP based loans; (ii) at a floating per annum rate equal to the RBUSBR plus the Applicable Margin in the case of RBUSBR based loans; (iii) at a per annum rate equal to the BA Equivalent Rate plus the Applicable Margin in the case of BA Equivalent Rate based loans; and (iv) at a per annum rate equal to Adjusted Term SOFR plus the Applicable Margin in the case of SOFR Loans (in each case, the “Credit Rate”). All computations of interest in respect of Revolving Credit Advances or Contract Revolver Advances made in $ based upon RBP or the BA Equivalent Rate or in U.S. $ based upon RBUSBR, as applicable, and all calculations of the Letter of Credit Fee, shall be made by Lender on the basis of a three hundred and sixty-five (365) or three hundred and sixty-six (366), as applicable, day year, in each case for the actual number of days occurring in the period for which such interest or fee is payable and shall be calculated daily and compounded (if unpaid) in arrears on the last day of each calendar month with respect to Revolving Credit Advances or the Contract Revolver Advances made in $ based upon RBP or in U.S. $ based upon RBUSBR and on each Interest Payment Date with respect to Revolving Credit Advances made in $ based upon the BA Equivalent Rate. In the case of Revolving Credit Advances made in U.S.$ based upon Adjusted Term SOFR, interest on each advance will accrue daily on the basis of a year of 360 days, for the actual number of days occurring in the period for which such interest is payable and shall be calculated daily and compounded (if unpaid) in arrears on each Interest Payment Date. Any change in RBP or RBUSBR shall be effective as of the opening of business on the Business Day such change takes place.

(a) Each determination by Xxxxxx of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In no event will Lender charge interest at a rate that exceeds the highest rate of interest permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.

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(b) Interest shall be payable on the outstanding Revolving Credit Advances and the outstanding Contract Revolver Advances: (i) in arrears for the preceding calendar month on the first Business Day of each calendar month; (ii) on the Interest Payment Date, in the case of Revolving Credit Advances based upon the BA Equivalent Rate or Adjusted Term SOFR; (iii) on the Commitment Termination Date; and (iv) if any interest, including interest at the Default Rate, accrues or remains payable after the Commitment Termination Date, upon demand by Xxxxxx.

(c) Effective upon the occurrence of any Event of Default and for so long as any Event of Default shall be continuing, the Credit Rate and the Letter of Credit Fee shall in the discretion of Lender be increased by three percentage points (3%) per annum (such increased rate, the “Default Rate”), and all outstanding Obligations, including unpaid interest and Letter of Credit Fees, shall continue to accrue interest from the date of such Event of Default at the Default Rate applicable to such Obligations.

(d) If any interest or any other payment (including Unused Line Fees and Collateral Monitoring Fees) to Lender under this Agreement becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.

(e) In connection with the use or administration of SOFR or Term SOFR, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Lender will promptly notify the Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of SOFR or Term SOFR, as applicable.

1.6 Continuation and Conversion Elections

(a) Borrower may, upon irrevocable written notice to Lender in accordance with Section 1.6(b):

(i) elect, as of any Business Day, in the case of Revolving Credit Advances based upon RBUSBR, to convert any such Revolving Credit Advance (or any part thereof in an amount not less than U.S.$1,000,000 or that is in an integral multiple of U.S.$100,000 in excess thereof) into a Revolving Credit Advance based upon Adjusted Term SOFR or, as of any Business Day at the end of any Interest Period applicable thereto, in the case of Revolving Credit Advances based upon Adjusted Term SOFR, to convert any such Revolving Credit Advance (or any part thereof) into a Revolving Credit Advance based upon RBUSBR;

(ii) elect, as of any Business Day, in the case of Revolving Credit Advances based upon RBP, to convert any such Revolving Credit Advance (any part thereof in any amount not less than $1,000,000 or that is in an integral multiple of $100,000 in excess thereof) into a Revolving Credit Advance based upon the BA Equivalent Rate or, as of any Business Day at the end of any Interest Period applicable thereto, in the case of Revolving Credit Advances based upon the BA Equivalent Rate, to convert any such Revolving Credit Advance (or any part thereof) into a Revolving Credit Advance based upon RBP;

(iii) elect, as of the last day of the applicable Interest Period, to continue any Revolving Credit Advances based upon Adjusted Term SOFR having Interest Periods expiring on such day (or any part thereof in an amount not less than U.S.$1,000,000 or that is in an integral multiple of U.S.$100,000 in excess thereof); and

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(iv) elect, as of the last day of the applicable Interest Period, to continue any Revolving Credit Advances based upon the BA Equivalent Rate having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000 or that is in an integral multiple of $100,000 in excess thereof);

provided, that if at any time the aggregate amount of Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate, as applicable, is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000 in the case of Revolving Credit Advances based upon the BA Equivalent Rate or U.S.$1,000,000 in the case of Revolving Credit Advances based upon Adjusted Term SOFR, such Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate, as applicable, shall automatically convert (i) in the case of Revolving Credit Advances based upon Adjusted Term SOFR into Revolving Credit Advances based upon RBUSBR and (ii) in the case of Revolving Credit Advances based upon the BA Equivalent Rate, into Revolving Credit Advances based upon RBP.

(b) Borrower shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) in the form of Exhibit A to be received by Lender not later than 10:00 a.m. (Toronto time) at least one (1) Business Day in advance of the Continuation/Conversion Date if the Revolving Credit Advances are to be converted into or continued as Revolving Credit Advances based upon the BA Equivalent Rate and at least two (2) Business Days in advance of the Continuation/Conversion Date if the Revolving Credit Advances are to be converted into or continued as Revolving Credit Advances based upon Adjusted Term SOFR and otherwise by 10:00 a.m. on the Continuation/Conversion Date if the Revolving Credit Advances are to be converted into Revolving Credit Advances based upon RBP or RBUSBR.

(c) If by no later than two (2) Business Days prior to the expiration of any Interest Period applicable to Revolving Credit Advances based upon the Adjusted Term SOFR or by not later than one (1) Business Day prior to the expiration of any Interest Period applicable to Revolving Credit Advances based upon the BA Equivalent Rate, Borrower has failed to deliver a Notice of Continuation/Conversion to Lender in respect of such Interest Period to be applicable to Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate or if any Default or Event of Default then exists, Borrower shall be deemed to have elected to convert such Revolving Credit Advances based upon Adjusted Term SOFR into Revolving Credit Advances based upon RBUSBR or Revolving Credit Advances based upon the BA Equivalent Rate into Revolving Credit Advances based upon RBP, effective as of the expiration date of such Interest Period.

(d) During the existence of a Default or Event of Default, Borrower may not elect to have a Revolving Credit Advance converted or continued and Revolving Credit Advances during such period shall be based upon RBP or RBUSBR, as applicable.

(e) After giving effect to any conversion or continuation of Revolving Credit Advances, there may not be more than five (5) different Interest Periods in effect hereunder.

1.7 Cash Management System

On or prior to the Closing Date and until the Termination Date, Borrower will establish and maintain the cash management system described in Schedule D. All payments received in respect of the EV Truck Inventory shall be made to or deposited in the Contract Revolver Blocked Account described in Schedule D and all payments in respect of any other Collateral shall be made to or deposited in the other Blocked Accounts described in Schedule D in accordance with the terms thereof.

1.8 Fees

Xxxxxxxx agrees to pay to Xxxxxx the Fees set forth in Schedule E.

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1.9 Receipt of Payments

Borrower shall make: (a) each payment in connection with the Contract Revolver Facility or the EV Truck Inventory (not otherwise made pursuant to Section 1.10) to the Contract Revolver Blocked Account, and (b) each other payment under this Agreement (not otherwise made pursuant to Section 1.10) to the other Blocked Accounts, in each case in immediately available funds, in lawful money of Canada, without set-off, counterclaim or deduction and free and clear of all Taxes on the day when due. If Borrower shall be required by law to deduct or withhold any Taxes from any payment to Lender under any Loan Document, then the amount payable to Lender shall be increased so that, after making all required deductions and withholdings, Lender receives an amount equal to that which it would have received had no such deductions and withholdings been made. For purposes of computing interest, Fees and determining Net Operating Loan Borrowing Availability and Net Contract Revolver Borrowing Availability, all payments shall be deemed received by Lender one (1) Business Day following receipt of immediately available funds in the applicable Blocked Accounts.

1.10 Application and Allocation of Payments

Borrower irrevocably agrees that Xxxxxx shall have the continuing and exclusive right to apply any and all payments against the then due and payable Obligations in such order as Lender may deem advisable subject to Section 7.5. Lender is authorized to, and at its option may (without prior notice or precondition and at any time or times), but shall not be obligated to, make or cause to be made Revolving Credit Advances on behalf of Borrower, for: (a) payment of all Fees, expenses, indemnities, charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents; (b) the payment, performance or satisfaction of any of Borrower’s obligations with respect to preservation of the Collateral; (c) any premium in whole or in part required in respect of any of the policies of insurance required by this Agreement; or (d) the full repayment of the Contract Revolver Loan on the Stated Expiry Date; even if the making of any such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Operating Loan Borrowing Availability, and Borrower agrees to repay immediately, in cash, any amount by which the Revolving Credit Loan exceeds the Operating Loan Borrowing Availability.

1.11 Accounting

Xxxxxx is authorized to record on its books and records the date and amount of each Loan and each payment of principal thereof and such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Lender shall provide Borrower on a monthly basis a statement and accounting of such recordations but any failure on the part of Lender to keep any such recordation (or any errors therein) or to send a statement thereof to Borrower shall not in any manner affect the obligation of Borrower to repay any of the Obligations. Except to the extent that Borrower shall, within thirty (30) days after such statement and accounting is sent, notify Lender in writing of any objection Borrower may have thereto (stating with particularity the basis for such objection), such statement and accounting shall be deemed final, binding and conclusive upon Borrower, absent manifest error.

1.12 Indemnity

Borrower and each other Credit Party executing this Agreement jointly and severally agree to indemnify and hold Lender and its Affiliates, and their respective employees, officers, directors, professional advisors and agents (each, an “Indemnified Person”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including legal fees and disbursements and other costs of investigation or defence, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, including the failure of the Borrower to use the proceeds of any Contract Revolver Loan as set out in this Agreement, and including any and all product liabilities, Environmental Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with any dispute between or among any parties to any of the Loan Documents (collectively, “Indemnified Liabilities”), except to the extent that any such Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or wilful misconduct.

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NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

1.13 Borrowing Base; Reserves

The Borrowing Base shall be determined by Lender (including the eligibility of Accounts, Inventory and costs and expenses of Borrower respect of the EV Truck Inventory) based on the most recent Borrowing Base Certificates delivered to Lender in respect of the Operating Loan or the Contract Revolver Facility, as applicable, in accordance with Section 4.1(a) and such other information available to Lender. Each of the Revolving Credit Loan and the Contract Revolver Facility shall be subject to Lender’s continuing right to withhold from the Operating Loan Borrowing Availability or the Contract Revolver Borrowing Availability reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Lender’s good faith credit judgment such reserves are necessary, including to protect Xxxxxx’s interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts, Inventory or costs and expenses of Borrower in respect of the EV Truck Inventory, which would otherwise be Eligible Accounts, Eligible Inventory or Eligible Pre-Shipment Costs, as the case may be, so as to reduce the Operating Loan Borrowing Base or the Contract Revolver Borrowing Base by the amount of the intended reserves.

1.14 Funding Losses

Borrower shall reimburse Lender and hold Lender harmless from any loss or expense which Lender may sustain or incur as a consequence of:

(a) the failure of Borrower to make on a timely basis any payment of principal on any Revolving Credit Advance made based upon Adjusted Term SOFR or the BA Equivalent Rate;

(b) the failure of Borrower to borrow, continue or convert a Revolving Credit Advance after Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion, as the case may be; or

(c) the prepayment or other payment (including after acceleration thereof but excluding prepayment mandated by the provisions of Section 8.14(b)) of any Revolving Credit Advance made based upon Adjusted Term SOFR or the BA Equivalent Rate on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Revolving Credit Advances made based upon Adjusted Term SOFR or the BA Equivalent Rate or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary and reasonable administrative fees charged by Lender in connection with the foregoing.

1.15 Benchmark Replacement Setting

(a) Replacing Term SOFR. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Lender and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5^th) Business Day thereafer. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 1.15(a) will occur prior to the applicable Benchmark Transition Start Date.

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(b) Replacing CDOR. On May 16, 2022 Refinitiv Benchmark Services (UK) Limited (“RBSL”), the administrator of CDOR, announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On the date that all Available Tenors of CDOR have either permanently or indefinitely ceased to be provided by RBSL, if the then-current Benchmark is CDOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Compounded XXXXX, all interest payments will be payable on a monthly basis.

(c) Replacing Future Benchmarks. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the administrator or the regulatory supervisor for the administrator of such Benchmark pursuant to a public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, Borrower may revoke any request for a borrowing of, conversion to or continuation of a BA Equivalent Rate loan to be made, converted or continued that would bear interest by reference to such Benchmark until Borrower’s receipt of notice from Lender that a Benchmark Replacement has replaced such Benchmark, and, failing that, Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to RBP based loans.

(d) Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(e) Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrower of (i) the implementation of any Benchmark Replacement, (ii) the occurrence of a Term XXXXX Transition Event, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.15(f), and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lender pursuant to this Section 1.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.15.

(f) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference, Term XXXXX or CDOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion, or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (ii) if a tenor that was removed pursuant to paragraph (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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(g) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Loan, or the conversion to, or continuation of, SOFR Loans, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of, or conversion to, RBUSBR based Operating Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of RBUSBR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of RBUSBR.

(h) Secondary Term XXXXX Conversion. Notwithstanding anything to the contrary herein or in any Loan Document and subject to the proviso below in this paragraph, if a Term XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Benchmark Replacement described in paragraph (a)(i)(A) of such definition will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Revolving Credit Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Benchmark shall convert, on the first day of the next interest payment period, into a Revolving Credit Loan bearing interest at the Benchmark Replacement described in paragraph (a)(i)(A) of such definition for the respective Available Tenor as selected by the Borrower as is available for the then-current Benchmark, provided that, this paragraph (h) shall not be effective unless the Lender has delivered to the Borrower a Term XXXXX Notice, and so long as the Lender has not received, by 5:00 p.m. (Toronto time) on the fifth (5^th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from the Borrower.

1.16 Inability to Determine Rates

Subject to Section 1.15, if Lender determines that, for any reason, adequate and reasonable means do not exist for determining the BA Equivalent Rate or Term SOFR for any requested Interest Period with respect to a proposed Revolving Credit Advance made based upon the BA Equivalent Rate or Adjusted Term SOFR, or that the BA Equivalent Rate or Term SOFR for any requested Interest Period with respect to a proposed Revolving Credit Advance made based upon the BA Equivalent Rate or Adjusted Term SOFR does not adequately and fairly reflect the cost to Lender of funding such Revolving Credit Advance, Lender will promptly so notify Borrower. Thereafter, the obligation of Lender to make or maintain Revolving Credit Advances made based upon the BA Equivalent Rate or Term SOFR, as applicable, hereunder shall be suspended until Lender revokes such notice in writing. Upon receipt of such notice, Borrower may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by it. If Borrower does not revoke such notice, Lender shall make the Revolving Credit Advance, as proposed by Borrower, in the amount specified in the applicable notice submitted by Borrower, but such Revolving Credit Advance shall be made as a RBUSBR based loan instead of a SOFR Loan or a RBP based loan instead of a BA Equivalent Rate based loan, as the case may be.

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SECTION 2 CONDITIONS PRECEDENT

2.1 Conditions to the Initial Loans

Lender shall not be obligated to make any of the Loans or to perform any other action hereunder, until the following conditions have been satisfied in a manner satisfactory to Lender in its sole discretion, or waived in writing by Xxxxxx:

(a) the Loan Documents to be delivered on or before the Closing Date shall have been duly executed and delivered by the appropriate parties, all as set forth in the Schedule of Documents (Schedule F);

(b) Lender shall have received and shall be satisfied with such estoppel letters, landlord (in the form of Schedule F or otherwise as acceptable to Lender acting reasonably), mortgagee, processor and bailee waivers and such other consents (including consents from Governmental Authorities) as Lender may require in its discretion;

(c) Lender shall have received and shall be satisfied with such subordination, postponement and intercreditor agreements as Lender may require in its discretion;

(d) the insurance policies provided for in Section 3.16 shall be in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favour of Xxxxxx as required under such Section;

(e) Xxxxxx shall have received an opinion of counsel to each of the Credit Parties (including a standard enforceability opinion) with respect to each Loan Document in form and substance satisfactory to Lender;

(f) Lender (and where applicable, Xxxxxx’s counsel) shall have completed and be satisfied with the results of all business, environmental and legal due diligence (including review with results satisfactory to Lender of Borrower’s union contracts, if applicable);

(g) Lender shall have completed, or caused to be completed, and be satisfied with the results of a Field Examination in respect of Borrower;

(h) Lender shall have received and be satisfied with the results of, Xxxxxxxx’s inventory appraisal(s) conducted by an appraisal firm acceptable to Lender, and with regard to the Collateral, the inventory control systems, the books and records and the reporting capability of the Credit Parties;

(i) Lender shall have been provided with and be satisfied with its review of, Xxxxxxxx’s documents regarding its corporate and capital structure, material contracts, debt instruments and governing documents;

(j) Lender shall have reviewed and be satisfied with Borrower’s customers’ contracts, including contracts among the Credit Parties and each of [*****] and any other customers’ contracts requested by the Lender and, if requested by Xxxxxx, the purchase orders relating thereto;

(k) Lender shall have completed and be satisfied with the results of the background and reference checks on Borrower, senior management of Borrower and the other Credit Parties;

(l) Lender shall have received, and same shall continue to be valid and current, certified copies of all the constating documents, by-laws and resolutions of the directors (or partners, members or shareholders as required by Xxxxxx) authorizing the Loan Documents, and certificates of incumbency, for Borrower and each other Corporate Credit Party;

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(m) a Compliance Certificate in the form of Exhibit D shall have been submitted immediately prior to the Closing Date confirming all required covenants have been met;

(n) Lender shall have received audited Financial Statements for Vicinity Motor Corp. for the Fiscal Year ended December 31, 2021;

(o) Lender shall have received, and be satisfied with, its review of Borrower’s Projections for the ensuing twelve (12) months ending February 29, 2024, including projections of balance sheet, operating results, cash flows, Operating Loan Borrowing Availability and Contract Revolver Borrowing Availability;

(p) Lender shall have been provided with, and be satisfied with, its review of all available documentation and material information in respect of outstanding litigation in which the Credit Parties are involved, if any; and

(q) with respect to the Contract Revolver Facility only, Lender shall not be obligated to make any advance in connection with the Contract Revolver Facility until Lender shall have been provided with, and be satisfied with, the EDC Guarantee and all related documentation, and the EDC Guarantee shall be in full force and effect.

2.2 Further Conditions to the Loans

Lender shall not be obligated to fund any Loan (including the initial Loans), if, as of the date thereof:

(a) Xxxxxxxx has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b);

(b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date;

(c) any event or circumstance, which has had or reasonably could be expected to have a Material Adverse Effect, shall have occurred since the Closing Date;

(d) any Default shall have occurred and be continuing or would result after giving effect to such Loan; or

(e) after giving effect to such Loan, the Revolving Credit Loan would exceed the Operating Loan Borrowing Availability or the Contract Revolver Loan would exceed the Contract Revolver Borrowing Availability.

The request and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date of such request and the date of such acceptance: (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation by Borrower of the granting and continuance of Xxxxxx’s Liens pursuant to the Loan Documents.

SECTION 3 REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS

To induce Xxxxxx to enter into this Agreement and to make the Loans, Borrower and each other Credit Party executing this Agreement represent and warrant to Lender (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promise to and agree with Lender at all times until the Termination Date as follows:

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3.1 Corporate Existence; Compliance with Law

Each Corporate Credit Party:

(a) is, as of the Closing Date, and will continue to be: (i) a corporation or partnership, as applicable, duly organized, validly existing, registered and in good standing under the laws of the jurisdiction of its incorporation or formation; (ii) duly qualified to do business and in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (iii) in compliance with all Requirements of Law, including without limitation, laws relating to the prevention of money laundering and terrorist financing and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(b) has and will continue to have: (i) the requisite power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore or proposed to be conducted; and (ii) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Corporate Credit Party which are necessary or appropriate for the conduct of its business; and

(c) is not an insolvent person as such term is defined in the BIA.

3.2 Executive Offices; Corporate or Other Names

The location of each Corporate Credit Party’s chief executive office, corporate offices, warehouses, other locations of Collateral and locations where records with respect to Collateral are kept (including in each case the county of such locations) are as set forth in Disclosure Schedule (3.2) and, except as set forth in such Disclosure Schedule, such locations have not changed during the preceding twelve (12) months. As of the Closing Date, during the prior five years, except as set forth in Disclosure Schedule (3.2), no Corporate Credit Party has been known as or conducted business in any other name (including trade or business names).

3.3 Corporate Power; Authorization; Enforceable Obligations

The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party, and the creation of all Liens provided for herein and therein: (a) are and will continue to be within such Credit Party’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or Contractual Obligation of such Credit Party; (d) do not and will not result in the creation or imposition of any Lien (other than in favour of Lender) upon any of the Collateral; and (e) do not and will not require the consent or approval of any Governmental Authority or any other Person. As of the Closing Date, each Loan Document shall have been duly executed and delivered on behalf of each Credit Party thereto, and each such Loan Document upon such execution and delivery shall be and will continue to be a legal, valid and binding obligation of such Credit Party, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.

3.4 Financial Statements and Projections; Books and Records

(a) The Financial Statements delivered by Borrower to Lender for its most recently ended Fiscal Year and Fiscal Month, are true, correct and complete and reflect fairly and accurately the financial condition of Borrower as of the date of each such Financial Statement in accordance with IFRS. The Projections most recently delivered by Borrower to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such Projections were prepared and as of the date delivered to Lender and all such assumptions are disclosed in the Projections; and

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(b) each of Borrower and the other Corporate Credit Parties shall keep adequate Books and Records with respect to the Collateral and its business activities in which proper entries, reflecting all consolidated and consolidating financial transactions, and payments and credits received on, and all other dealings with, the Collateral, shall be made in accordance with IFRS and all Requirements of Law and on a basis consistent with the Financial Statements.

3.5 Material Adverse Change

Between the date of the most recent audited Financial Statements delivered to Lender for each Corporate Credit Party and the Closing Date: (a) no Corporate Credit Party has incurred any obligations, contingent or non-contingent liabilities, or liabilities for Charges, long-term leases or unusual forward or long-term commitments which are not reflected in the Projections delivered prior to the Closing Date and which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) there has been no material deviation from such Projections; and (c) no events have occurred which alone or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect. No Requirement of Law or Contractual Obligation of any Credit Party has or have had or could reasonably be expected to have a Material Adverse Effect. No Credit Party is in default, and to such Credit Party’s knowledge, no third party is in default, under or with respect to any of its Contractual Obligations, which alone or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect.

3.6 Real Estate; Property

The real estate listed in Disclosure Schedule (3.6) constitutes, as of the Closing Date, all of the real property owned, leased, or used by each Corporate Credit Party in its business, and such Corporate Credit Party will not execute any material agreement or contract in respect of such real estate after the date of this Agreement without giving Lender prompt prior written notice thereof. Each Corporate Credit Party holds and will continue to hold good and marketable fee simple title to all of its owned real estate, and good and marketable title to all of its other properties and assets, and valid and insurable leasehold interests in all of its leases (both as lessor and lessee, sublessee or assignee), and none of the properties and assets of any Corporate Credit Party are or will be subject to any Liens, except Permitted Encumbrances. With respect to each of the premises identified in Disclosure Schedule (3.6) on or prior to the Closing Date, a bailee, landlord or mortgagee waiver acceptable to Xxxxxx has been obtained except as expressly noted in Disclosure Schedule (3.6).

3.7 Ventures, Subsidiaries and Affiliates; Outstanding Shares and Indebtedness

Except as set forth in Disclosure Schedule (3.7), as of the Closing Date no Corporate Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Shares of each Corporate Credit Party other than Vicinity Motor Corp. (including all rights to purchase options, warrants or similar rights or agreements pursuant to which such Corporate Credit Party may be required to issue, sell, repurchase or redeem any of its Shares) as of the Closing Date are registered in the name of each of the Shareholders (and in the amounts) set forth on Disclosure Schedule (3.7). All outstanding Indebtedness of each Corporate Credit Party as of the Closing Date is described in Disclosure Schedule (5.2(b)).

3.8 Government Regulations

To the extent any Corporate Credit Party is subject to or regulated under any federal, provincial or state statute, rule or regulation that restricts or limits such Person’s ability to incur Indebtedness, pledge its assets, or to perform its obligations under the Loan Documents, such laws have been complied with. The making of the Loans, the application of the proceeds and repayment thereof, and the consummation of the transactions contemplated by the Loan Documents do not and will not violate any Requirement of Law.

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3.9 Taxes; Charges

Except as disclosed on Disclosure Schedule (3.9), all tax returns, reports and statements required by any Governmental Authority to be filed by Borrower or any other Credit Party have, as of the Closing Date, been filed and will, until the Termination Date, be filed with the appropriate Governmental Authority and no tax Lien has been filed against any Credit Party or any Credit Party’s property. Proper and accurate amounts have been and will be withheld by Borrower and each other Corporate Credit Party from their respective past or present employees for all periods in complete compliance with all Requirements of Law and such withholdings have been and will be timely paid to the appropriate Governmental Authorities. Disclosure Schedule (3.9) sets forth as of the Closing Date those taxable years for which any Credit Party’s tax returns are currently being audited by the Canada Revenue Agency or any other applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding. Except as described on Disclosure Schedule (3.9), none of the Credit Parties nor their respective predecessors are liable for any Charges: (a) under any agreement (including any tax sharing agreements or agreement extending the period of assessment of any Charges); or (b) to each Credit Party’s knowledge, as a transferee.

3.10 Payment of Obligations

Each Corporate Credit Party will pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its Charges and other obligations of whatever nature, except where the amount or validity thereof is at such time being contested in good faith by appropriate proceedings and reserves in conformity with IFRS with respect thereto have been provided on the books of such Corporate Credit Party and none of the Collateral is or could reasonably be expected to become subject to any Lien or forfeiture or loss as a result of such contest.

3.11 Pension Plans

Disclosure Schedule (3.11) lists all Plans applicable to Borrower (other than, for greater certainty, Plans maintained by the Government of Canada or any Government of a Province of Canada to which Borrower is obligated to contribute under any applicable law). No Pension Event has occurred or is reasonably expected to occur. The aggregate amount of all normal contributions (as such term is defined for the purpose of the BIA) accruing due but not paid or remitted, all amounts withheld from employees and not paid or remitted and other amounts which might give rise to a Lien giving any priority under the BIA shall never exceed the Minimum Actionable Amount.

3.12 Litigation

No Litigation is pending or, to the knowledge of any Credit Party, threatened against any Credit Party or against any Credit Party’s properties or revenues: (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby; (b) which could reasonably be expected to have a Material Adverse Effect; or (c) which is otherwise in an amount in excess of the Minimum Actionable Amount. Except as set forth on Disclosure Schedule (3.12), as of the Closing Date, there is no Litigation pending or threatened against any Credit Party which seeks damages in excess of the Minimum Actionable Amount or injunctive relief or alleges criminal misconduct of any Credit Party. Following the Closing Date, each Credit Party shall notify Lender promptly in writing upon learning of the existence, threat or commencement of any Litigation against any Credit Party or any Plan, in each case, if applicable, or any allegation of criminal misconduct against any Credit Party.

3.13 Intellectual Property

As of the Closing Date, all material Intellectual Property owned or used by any Corporate Credit Party is listed, together with application or registration numbers, where applicable, in Disclosure Schedule (3.13). Each Corporate Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license could not reasonably be expected to have a Material Adverse Effect. Each Corporate Credit Party will maintain the patenting and registration of all Intellectual Property owned by it with the appropriate Governmental Authority and each Corporate Credit Party will promptly apply to patent or register, as the case may be, all new Intellectual Property developed by it and notify Lender in writing five (5) Business Days prior to filing any such new patent or registration.

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3.14 Full Disclosure/Know Your Customer

No information contained in any Loan Document, the Financial Statements or any written statement furnished by or on behalf of any Credit Party under any Loan Document or to induce Lender to execute the Loan Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There are no material facts relating to any of the Credit Parties which have not been disclosed to Lender. Without limitation to any other term hereof, each Credit Party shall provide Lender with such documentation and other evidence as is determined necessary by Lender in or for it to be satisfied that it has complied and all times will comply with all “know your customer” requirements under all applicable Requirements of Law (including in connection with any change of laws or requirement or any proposed or actual assignment by Lender).

3.15 Environmental Matters

Except as set forth on Disclosure Schedule (3.15), as of the Closing Date: (a) each real property location owned, leased or occupied by or otherwise in the charge, management or control of each Corporate Credit Party (the “Real Property”) is maintained free of material contamination that is required by the applicable Environmental Laws to be removed, remediated or mitigated; (b) no Corporate Credit Party is subject to any Environmental Liabilities or, to any Corporate Credit Party’s knowledge, potential Environmental Liabilities, in excess of the Minimum Actionable Amount in the aggregate; (c) no notice has been received by any Corporate Credit Party identifying it as a “potentially responsible party” or otherwise identifying it as a potentially liable party or requesting information under the EAA or analogous federal or provincial laws, in each case, to the extent applicable, and to the knowledge of any Corporate Credit Party, there are no facts, circumstances or conditions that may result in any Corporate Credit Party being identified as a “potentially responsible party” under the EAA or analogous federal or provincial laws, in each case, to the extent applicable; and (d) each Corporate Credit Party has provided to Lender copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to each Real Property location. Each Corporate Credit Party: (i) shall comply in all material respects with all applicable Environmental Laws and environmental permits; (ii) shall notify Lender in writing within seven (7) Business Days if and when it becomes aware of any Release, on, at, in, under, above, to, from or about any of its Real Property; and (iii) shall promptly forward to Lender a copy of any order, notice, permit, application, or any communication or report received by it or any other Corporate Credit Party in connection with any such Release.

3.16 Insurance

As of the Closing Date, Disclosure Schedule (3.16) lists all insurance of any nature maintained for current occurrences by Borrower and each other Corporate Credit Party, as well as a summary of the terms of such insurance. Each Corporate Credit Party shall deliver to Lender originals or copies and endorsements to all of its and those of its Subsidiaries: (a) ”All Risks” policies naming Lender as loss payee and additional insured; and (b) general liability and other liability policies naming Lender as an additional insured. All policies of insurance on real and personal property will be adequate in form, substance, scope and amount and will contain an endorsement, all in form and substance acceptable to Lender, showing loss payable to Lender (I.B.C. Form 3000 or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Lender, will provide that the insurance companies will give Lender at least thirty (30) days prior written notice before any such policy or policies of insurance shall be altered or cancelled and that no act or default of Borrower or any other Person shall affect the right of Lender to recover under such policy or policies of insurance in case of loss or damage. Each Corporate Credit Party shall direct all present and future insurers under its “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Lender. If any insurance proceeds are paid by cheque, draft or other instrument payable to any Credit Party and Lender jointly, Lender may endorse such Credit Party’s name thereon and do such other things as Lender may deem advisable to reduce the same to cash. Lender reserves the right at any time, upon review of each Credit Party’s risk profile, to require additional forms and limits of insurance. Each Corporate Credit Party shall, on each anniversary of the Closing Date and from time to time at Xxxxxx’s request, deliver to Lender a report by a reputable insurance broker, satisfactory to Lender, with respect to such Corporate Credit Party’s insurance policies. Borrower will maintain all such insurance in effect during the term of this Agreement.

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3.17 Bank Accounts

Borrower and the other Corporate Credit Parties shall maintain all deposit and/or other accounts, including the Blocked Accounts and the Disbursements Accounts, with the Lender, and any other lender set forth on Attachment 1 to Schedule D (provided that, with respect to the bank account held by Vicinity Motor (Bus) USA Corp. with City National Bank and described in Attachment 1 to Schedule D, any funds deposited or transferred to such account shall be transferred from Borrower’s Disbursement Accounts in accordance with Schedule D, and the balance in such bank account shall not exceed [*****] at any given time), and will not have any other bank accounts without the prior written consent of the Lender.

3.18 Accounts, Inventory and Pre-Shipment Costs

As of the date of each Borrowing Base Certificate delivered to Lender, each Account listed thereon as an Eligible Account shall be an Eligible Account, all Inventory listed thereon as Eligible Inventory shall be Eligible Inventory and all costs and expenses listed thereon as Eligible Pre-Shipment Costs shall be an Eligible Pre-Shipment Costs. Xxxxxxxx has not made, and will not make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance for prompt or early payment allowed by Borrower in the ordinary course of its business consistent with historical practice and as previously disclosed to Lender in writing or as otherwise may be consented to in writing by the Lender, acting reasonably. Disclosure Schedule (3.18) sets forth each Account Debtor from whom Xxxxxxxx has obtained an offset waiver in form and substance satisfactory to Lender. With respect to the Accounts pledged as collateral pursuant to any Loan Document: (a) the amounts shown on all invoices, statements and reports which may be delivered to Lender with respect thereto are actually and absolutely owing to the relevant Corporate Credit Party as indicated thereon and are not in any way contingent; (b) no payments have been or shall be made thereon except payments immediately delivered to the applicable accounts described in paragraph 1 of Schedule (3.18) or Lender as required hereunder; and (c) to Xxxxxxxx’s knowledge, all Account Debtors have the capacity to contract. In respect of Purchase Orders, Borrower has not made, and will not make, any agreement with any customer for any extension of time for the payment of any amounts owing pursuant to such Purchase Order or other obligations in connection with such Purchase Order, any compromise or settlement for less than the full amount thereof, any release of any customer from liability therefor, or any deduction therefrom, except as may be consented to in writing by the Lender, acting reasonably. To Borrower’s knowledge, all customers in connection with Purchase Orders have the capacity to contract. Borrower shall notify Lender promptly of any event or circumstance which, to Borrower’s knowledge would cause Lender to consider any then existing Account, Inventory or cost and expense as no longer constituting an Eligible Account, Eligible Inventory or Eligible Pre-Shipment Cost, as the case may be.

3.19 Conduct of Business

Each Corporate Credit Party: (a) shall conduct its business substantially as now conducted or as otherwise permitted hereunder; and (b) shall at all times maintain, preserve and protect all of the Collateral and such Corporate Credit Party’s other property, used or useful in the conduct of its business and keep the same in good repair, working order and condition and make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices.

3.20 Material Contracts

All of the Material Contracts of the Credit Parties are described in Schedule 6.

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3.21 Eligible Pre-Shipment Costs and EV Truck Inventory

(a) All Purchase Orders and related agreements delivered by Borrower to the Lender pursuant to the Contract Revolver Borrowing Base constitute legally binding obligations of each counterparty thereto or each customer in respect of which such Purchase Order or other agreement has been created, whereby each such party shall be legally obligated to purchase the applicable EV Truck Inventory from Borrower upon delivery of such EV Truck Inventory to premises owned or operated by Borrower from [*****], or as otherwise set out in any such Purchase Order or as agreed to by the Lender acting reasonably.

(b) All Purchase Orders with customers in respect of the EV Truck Inventory shall be entered into by Borrower (or any of its predecessors).

(c) The counterparties to any Purchase Orders, or customers in respect thereof, shall be located in North America.

(d) Borrower shall take all reasonable steps to complete the sale of the EV Truck Inventory pursuant to the Purchase Orders related thereto, including, without limitation, by issuing invoices to customers or purchasers of such EV Truck Inventory forthwith, and by instituting litigation against third parties as shall be prudent to complete any such sale.

(e) Borrower shall cause all EV Truck Inventory in respect of which the Lender has made a Contract Revolver Advance to be delivered to the Ferndale Property or to the warehouse of Borrower located at 00000 00X Xxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, and to no other premises.

(f) All Prepaid Deposits in respect of which the Contract Revolver Loans have been advanced shall be paid by Borrower to [*****] by no later than five (5) Business Days from the initial date of any such Contract Revolver Advance.

3.22 Ferndale Property

By no later than thirty (30) days following the Closing Date:

(a) Borrower shall deliver to Lender, in form and substance satisfactory to Lender, the Deed of Trust and Environmental Indemnity Agreement related to the Ferndale Property, as set forth in Schedule F, duly executed and delivered by Xxxxxxxx and registered on title to the Ferndale Property; and

(b) Lender shall have received and be satisfied with the following in respect of the Ferndale Property:

(i) its review (and the review of Xxxxxx’s counsel) of the title report;

(ii) the final title insurance policy;

(iii) certificate of insurance;

(iv) appraisal and corresponding reliance letter; and

(v) environmental reports and information, and corresponding reliance letter.

3.23 Green Loan Representations and Covenants

(a) All information respecting Borrower’s business previously provided to Lender in respect of its Green Loan Objectives is accurate and complete, including but not limited to, all information related to Borrower’s Green Loan Objectives set out in the latest Compliance Certificate and Notice of Borrowing delivered to Lender; (b) the proceeds of all Contract Revolver Loans shall be used by Borrower to support Borrower’s Green Loan Objectives by financing Eligible Pre-Shipment Costs paid or to be paid by Borrower for the manufacture of the EV Truck Inventory in accordance with Section 1.3(b); (c) Borrower shall continue to operate the sector of its business that involves the production and sale of electric vehicles consistent with the Green Loan Principles and in furtherance of its Green Loan Objectives; and (d) Borrower has policies and procedures in place, as are satisfactory to Lender, in order to enable Borrower to comply with the Green Loan Principles and to advance its Green Loan Objectives.

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3.24 Further Assurances

At any time and from time to time, upon the written request of Xxxxxx and at the sole expense of Borrower, Borrower and each other Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Lender may reasonably deem desirable: (a) to obtain the full benefits of this Agreement and the other Loan Documents; (b) to protect, preserve and maintain Lender’s rights in any Collateral; or (c) to enable Lender to exercise all or any of the rights and powers herein granted.

3.25 Default

No Default or Event of Default has occurred and is continuing.

SECTION 4 FINANCIAL REPORTS, INFORMATION AND NOTICES

4.1 Reports and Information

From the Closing Date until the Termination Date, Borrower shall deliver to Lender:

(a) [*****];

(b) [*****];

(c) [*****];

(d) within 120 days following the end of each Fiscal Year, the Financial Statements for Vicinity Motor Corp. for such Fiscal Year audited without qualification by an independent qualified accounting firm acceptable to Lender, which shall provide comparisons to the prior Fiscal Year, together with any management letter that may be issued;

(e) within 120 days following the end of each Fiscal Year, beginning with the Fiscal Year ending December 31, 2022, the consolidating Financial Statements prepared by management for each of the Credit Parties and their respective Subsidiaries for such Fiscal Year, which shall be prepared in reasonable detail and on a consolidating basis in accordance with GAAP consistency applied, shall reflect intercompany eliminations and shall provide comparisons to the prior Fiscal Year;

(f) within thirty (30) days following the end of each Fiscal Year, consolidated Projections (comprising a balance sheet, income statement and statement of cash flows showing proposed Capital Expenditures, Net Operating Loan Borrowing Availability and Net Contract Revolver Borrowing Availability), by month for the next Fiscal Year prepared by Borrower in a manner consistent with IFRS and accompanied by senior management’s discussion and analysis of such plan and prepared by Xxxxxxxx in good faith, with care and diligence, and using assumptions which are reasonable under the circumstances at the time such Projections are delivered to Lender and disclosed therein when delivered; and

(g) all the other reports and information set forth in Exhibit B in the time frames set forth therein.

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4.2 Notices

Borrower shall advise Lender promptly, in reasonable detail, of:

(a) any Lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the estimated (or actual, if available) amount of such loss or decline;

(b) any material change in the composition of the Collateral;

(c) the occurrence of any Default or other event which has had or could reasonably be expected to have a Material Adverse Effect. Borrower shall, upon request of Xxxxxx, furnish to Lender such other reports and information in connection with the affairs, business, financial condition, operations, prospects or management of Borrower or any other Credit Party or the Collateral as Lender may request, all in reasonable detail; and

(d) [*****].

SECTION 5 FINANCIAL AND NEGATIVE COVENANTS

5.1 Financial Covenants

(a) If, at any time, Net Operating Loan Borrowing Availability is less than twenty-five percent (25%) of the Operating Loan Borrowing Availability, Borrower and its Subsidiaries shall maintain a consolidated Fixed Charge Coverage Ratio of not less than 1.1:1, calculated on a trailing twelve (12) month basis and tested as of the end of each Fiscal Month during any such period, until such time that Net Operating Loan Borrowing Availability is equal to or greater than twenty-five percent (25%) of the Operating Loan Borrowing Availability for a period of at least fifteen (15) consecutive days.

(b) For the period:

(i) beginning on the Closing Date until the first anniversary of the Closing Date: (A) Borrower shall order no less EV Truck Inventory from [*****] than the number of EV Truck Inventory forecasted to be ordered pursuant to Schedule J, tested as of the end of each Fiscal Month; and (B) minimum year-to-date consolidated EBITDA of Borrower and its Subsidiaries shall be no less than the forecasted year-to-date consolidated EBITDA of Borrower and its Subsidiaries for such period set out in Schedule J, tested as of the end of each Fiscal Quarter; and

(ii) beginning on the first Fiscal Month immediately following the first anniversary of the Closing Date until the Stated Expiry Date, Borrower and its Subsidiaries shall maintain consolidated EBITDA in an amount equal to seventy-five percent (75%) of the consolidated EBITDA for such period set out in the financial projections delivered by Borrower to Lender on an annual basis, tested as at the end of each Fiscal Quarter beginning on the first Fiscal Quarter following the first anniversary of the Closing Date.

5.2 Negative Covenants

Each Credit Party covenants to Lender that so long as this Agreement is in effect:

(a) such Corporate Credit Party shall not form any Subsidiary or merge with, amalgamate with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or make any investment in or, except as provided in Section 5.2(c) below, make a loan or advance to, any Person;

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(b) such Corporate Credit Party shall not cancel any debt owing to it or create, incur, assume or permit to exist any Indebtedness, except: (i) the Obligations; (ii) Indebtedness existing as of the Closing Date set forth on Disclosure Schedule (5.2(b)); (iii) deferred taxes; (iv) by endorsement of instruments or items of payment for deposit to the general account of such Credit Party; (v) Guaranteed Indebtedness incurred for the benefit of Borrower if the primary obligation is permitted by this Agreement; (vi) Indebtedness owing to EDC up to a maximum amount of U.S.$9,000,000, plus interest, in connection with an equipment term facility to be advanced by EDC to Borrower following the Closing Date, provided Lender and EDC have entered into an intercreditor agreement in form and substance satisfactory to Lender, acting reasonably, prior to the incurrence of any such Indebtedness; and (vii) additional Indebtedness (including Purchase Money Indebtedness) incurred after the Closing Date in an aggregate outstanding amount for all such Corporate Credit Parties combined not exceeding the Minimum Actionable Amount;

(c) such Corporate Credit Party shall not enter into any lending, borrowing or other commercial transaction with any of its employees, directors, Affiliates or any other Credit Party (including upstreaming and downstreaming of cash and intercompany advances and payments by a Credit Party on behalf of another Credit Party which are not otherwise permitted hereunder) other than loans or advances to employees in the ordinary course of business in an aggregate outstanding amount not exceeding the Minimum Actionable Amount;

(d) such Corporate Credit Party shall not make any changes in any of its business objectives, purposes, or operations which could reasonably be expected to adversely affect repayment of the Obligations or could reasonably be expected to have a Material Adverse Effect, or engage in any business other than that presently engaged in or proposed to be engaged in as set forth in the Projections delivered to Lender as of the Closing Date, except as permitted by Section 5.2(g) below, or amend its charter or by-laws or other organizational documents. For greater certainty, the cancellation of a purchase order in respect of greater than 200 EV Truck Inventory will be considered to have a Material Adverse Effect provided that such EV Truck Inventory has been completely produced by the Truck Manufacturer and substantially all items of such 200 EV Truck Inventory have not been sold by Borrower within ninety (90) days of such cancellation as determined by the Lender acting reasonably;

(e) such Corporate Credit Party shall not create or permit any Lien on any of its properties or assets, including, without limitation, the Ferndale Property, except for Permitted Encumbrances;

(f) such Corporate Credit Party shall not sell, transfer, convey, assign or otherwise dispose of any of its assets or properties, including its Accounts or any Shares (other than the Shares owned in the capital of Vicinity Motor Corp.) or engage in any sale-leaseback, synthetic lease or similar transaction (provided, that the foregoing shall not prohibit the sale of Inventory or obsolete or unnecessary Equipment in the ordinary course of its business);

(g) such Corporate Credit Party shall not change its name, chief executive office, corporate offices, warehouses or other Collateral locations, or location of its records concerning the Collateral, or acquire, lease or use any real estate after the Closing Date without such Person, in each instance, giving thirty (30) days prior written notice thereof to Lender and taking all actions deemed necessary or appropriate by Lender to continuously protect and perfect Lender’s Liens upon the Collateral;

(h) such Corporate Credit Party shall not establish or permit to exist any depository or other bank account of any kind with any financial institution (other than the accounts set forth on Attachment 1 to Schedule D) without Xxxxxx’s prior written consent;

(i) such Credit Party shall not make or permit any Restricted Payment;

(j) the aggregate amount of all Prepaid Deposits paid by Borrower to [*****] in respect of which Contract Revolver Loans have been advanced shall not exceed, at any time, U.S.$6,000,000; and

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(k) Borrower shall not market, issue press releases or other statements or otherwise publicly disclose: (i) the Green Loan Objectives; (ii) Borrower’s goal of achieving such Green Loan Objectives or complying with Green Loan Principles; (iii) the use of the Loans for the purpose of achieving the Green Loan Objectives; (iv) compliance with Green Loan Principles; or (v) otherwise classifying or describing the Loans as “green loans”:

(A) until Xxxxxx has confirmed that it has received a Notice of Borrowing and Compliance Certificate with respect to a Contract Revolver Advance, together with all invoices and other documentation associated with the proposed Contract Revolver Advance as required under this Agreement, to the satisfaction of Lender; and

(B) at any time that Xxxxxx has notified Borrower that the documents and information set out in paragraph (A) above have not been delivered by Borrower to the satisfaction of Lender.

SECTION 6 SECURITY INTEREST

6.1 Grant of Security Interest

(a) As collateral security for the prompt and complete payment and performance of the Obligations, each of Borrower and each other Corporate Credit Party executing this Agreement hereby grants to Lender a security interest in, hypothec on and Lien upon all of its personal property and assets, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Shares and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all Intangibles; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to Lender or in respect of which Lender may acquire any Lien pursuant to each other Loan Document, collectively, the “Collateral”).

(b) Xxxxxxxx, Xxxxxx and each other Corporate Credit Party executing this Agreement agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in favour of Lender. Borrower and each other Corporate Credit Party executing this Agreement represents, warrants and promises to Lender that: (i) Borrower and each other Corporate Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to xxxxx x Xxxx pursuant to the Loan Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) the security interests and Xxxxx granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule (6.1) (which, in the case of all filings and other documents referred to in said Disclosure Schedule, have been delivered to Lender in duly executed form, where applicable) will constitute valid perfected security interests and Liens in all of the Collateral in favour of Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Corporate Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests and Liens are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) no effective security agreement, equivalent security or Lien covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Encumbrances. Borrower and each other Corporate Credit Party executing this Agreement promise to defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever, and each shall take such actions, including: (x) the prompt delivery of all original Instruments, Chattel Paper and certificated Shares owned by Borrower and each other Corporate Credit Party granting a Lien on Collateral to Lender; (y) notification of Xxxxxx’s interest in Collateral at Xxxxxx’s request; and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve each Corporate Credit Party’s and Xxxxxx’s respective and several interests in the Collateral. Upon Xxxxxx’s request, Borrower (and any other Corporate Credit Party granting a Lien on Collateral) shall mark its Books and Records pertaining to the Collateral to evidence the Loan Documents and the Liens granted under the Loan Documents. Upon Xxxxxx’s request, all Chattel Paper shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Royal Bank of Canada”.

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6.2 Lender’s Rights

(a) Lender may: (i) at any time in Lender’s own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral; and (ii) at any time and without prior notice to Borrower or any other Credit Party, notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to or is subject to Liens in favour of Lender and that payments shall be made directly to Lender. Upon the request of Xxxxxx, Borrower shall so notify such Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral. Upon an Event of Default, Borrower hereby constitutes Lender or Xxxxxx’s designee as Xxxxxxxx’s legal attorney, agent and mandatary with power to endorse Xxxxxxxx’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral.

(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement or other Loan Documents and Lender shall not be required or obligated in any manner: (i) to perform or fulfill any of the obligations of Borrower or the other Credit Parties; (ii) to make any payment or inquiry; or (iii) to take any action of any kind to collect, compromise or enforce any performance or the payment of any amounts which may have been assigned to it and/or which is the object of any Liens in its favour or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.

(c) Borrower and each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any and all times): (i) provide access to such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrower’s and such Corporate Credit Party’s Books and Records; and (iii) permit Lender to inspect, review, verify, evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Xxxxxx considers advisable (a “Field Examination”), and Borrower and such Credit Party agree to render to Xxxxxx, at Xxxxxxxx’s and such Credit Party’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Without limiting the generality of the foregoing, Lender shall be entitled to conduct two (2) Field Examinations and one (1) inventory appraisal per year, provided that Lender shall be entitled to conduct one (1) further inventory appraisal in any such year as Lender may deem necessary or desirable in Lender’s sole discretion and provided further that there shall be no limit on the number of Field Examinations or inventory appraisals if an Event of Default is continuing.

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(d) After the occurrence and during the continuance of a Default, Borrower, at its own expense, shall cause its auditors or any other appraiser selected by Lender to deliver to Lender the results of any physical verifications of all or any portion of the Inventory made or observed by such auditors or appraisers when and if such verification is conducted. Lender shall be permitted to observe and consult with Xxxxxxxx’s accountants or appraisers in the performance of these tasks.

6.3 Grant of License to Use Intellectual Property Collateral

Borrower and each other Corporate Credit Party executing this Agreement hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower or such Corporate Credit Party) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower or such Corporate Credit Party, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate on the Termination Date.

SECTION 7 EVENTS OF DEFAULT, RIGHTS AND REMEDIES

7.1 Events of Default

The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default” hereunder which shall be deemed to be continuing unless and until waived in writing by Xxxxxx in accordance with Section 8.3:

(a) Borrower shall fail to make any payment in respect of any Obligations when due and payable or declared due and payable; or

(b) (i) any default occurs in the observance or performance of any of the covenants or agreements contained in any of Sections 3.16, 3.17, 3.18, 4.1, 4.2, 5.1 or 5.2 of this Agreement, or (ii) any default occurs in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement (other than Sections 3.23 or 5.2(k)) or any other Loan Document to which any Credit Party and Lender are party (including in respect of Bank Products) and such default shall continue for thirty (30) days or more after the occurrence thereof; or

(c) ( A) any Material Contract terminates, expires or ceases to be legal, valid, binding and enforceable or (B) if a Corporate Credit Party breaches a Material Contract or ( C) an event of default shall occur under any Contractual Obligation of Borrower or any other Corporate Credit Party (other than this Agreement and the other Loan Documents), and such event of default under this clause (c) either: (i) involves the failure to make any payment (whether or not such payment is blocked pursuant to the terms of an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than the Obligations) of such Person in an aggregate amount exceeding the Minimum Actionable Amount or which results in the acceleration of any debt exceeding the Minimum Actionable Amount; or (ii) causes (or permits any holder of such Indebtedness or a trustee to cause) such Indebtedness, or a portion thereof, in an aggregate amount exceeding the Minimum Actionable Amount to become due prior to its stated maturity or prior to its regularly scheduled date of payment; or

(d) any representation or warranty in this Agreement (other than in Section 3.23) or any other Loan Document, or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate made or delivered to Lender by Borrower or any other Credit Party shall be untrue or incorrect as of the date when made or deemed made, regardless of whether such breach involves a representation or warranty with respect to a Credit Party that has not signed this Agreement; or

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(e) there shall be commenced against Borrower or any other Credit Party any litigation seeking or effecting any seizure (whether in execution or otherwise), attachment, execution, distraint or similar process against all or any substantial part of its assets which remain unreleased or undismissed for thirty (30) consecutive days, unless within such thirty (30) days, any seizure or taking possession of any property of such Credit Party shall have occurred; or any creditor (other than Lender) takes possession of all or any substantial part of the assets of Borrower or any other Credit Party; or any creditor (other than Lender) enforces or gives notice of its intention to enforce or gives prior notice with respect to the exercise of any of its hypothecary or other rights under any Liens granted to it by or over any assets of Borrower or any other Credit Party; or any custodian, receiver, interim receiver, liquidator, assignee, trustee, monitor, sequestrator or similar official is appointed in respect of Borrower or any other Credit Party or takes possession of all or any substantial part of the assets of Borrower or any other Credit Party or Borrower or any other Credit Party commits an “act of bankruptcy” (as defined under the relevant provisions of the BIA), becomes insolvent or shall have concealed, removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud any of its creditors or make or suffer a transfer of any of its property or the incurring of an obligation which may be fraudulent, reviewable or the object of any proceedings under any applicable bankruptcy or insolvency legislation, creditor protection legislation or other similar laws; or

(f) a petition, proposal, notice of intention to file a proposal, case or proceeding shall have been commenced involuntarily against Borrower or any other Credit Party in a court having competent jurisdiction seeking a declaration, judgment, decree, order or other relief: (i) under the BIA, CCAA or any other applicable federal, provincial, state or foreign bankruptcy or other law providing for suspension of operations or reorganization of debts or relief of debtors, and seeking either (x) the appointment of a custodian, receiver, interim receiver, liquidator, assignee, trustee, monitor or sequestrator (or similar official) for such Person or of any substantial part of its properties, or (y) the reorganization or winding up or liquidation of the affairs of any such Person, and such proposal, case or proceeding shall remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a declaration, judgment, decree or order granting the relief sought in such case or proceeding; or (i) invalidating or denying any Person’s right, power, or competence to enter into or perform any of its obligations under any Loan Document or invalidating or denying the validity or enforceability of this Agreement or any other Loan Document or any action taken hereunder or thereunder; or

(g) Borrower or any other Credit Party shall: (i) commence any petition, proposal, notice of intention to file a proposal, case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of operations, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties; (ii) make a general assignment for the benefit of creditors; (iii) consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of the acts set forth in paragraphs (e) or (f) of this Section 7.1 or clauses (i) or (ii) of this paragraph (g); or (iv) shall admit in writing its inability to, or shall be generally unable to, pay its debts as such debts become due; or

(h) a final judgment or judgments for the payment of money in excess of the Minimum Actionable Amount in the aggregate shall be rendered against Borrower or any other Credit Party, unless the same shall be: (i) fully covered by insurance and the issuer(s) of the applicable insurance policies shall have acknowledged full coverage in writing within fifteen (15) days of judgment; or (ii) vacated, stayed, bonded, paid or discharged within a period of fifteen (15) days from the date of such judgment, unless within such fifteen (15) days, any seizure or taking possession of any property of such Corporate Credit Party shall have occurred; or

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(i) any other event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect; or

(j) any provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any Lien granted, or intended by the Loan Documents to be granted, to Lender shall cease to be a valid and perfected Lien having the first priority (or a lesser priority if expressly permitted in the Loan Documents) in any of the Collateral (or any Credit Party shall so assert any of the foregoing); or

(k) a Change of Control shall have occurred; or

(l) a Pension Event shall have occurred that, in the opinion of Xxxxxx, could give rise to a Material Adverse Effect or could result in any Lien or any liability on the part of Lender in either case in an aggregate amount exceeding the Minimum Actionable Amount; or

(m) to the extent that the Lender has incurred any EDC Guaranteed Letter of Credit Obligations, the EDC Letter of Credit Guarantee or any material obligation or other provision thereof is terminated or ceases to be in full force and effect at any time for any reason whatsoever, is declared to be void or voidable, is repudiated, or the validity, binding effect, legality or enforceability thereof is at any time contested by EDC or EDC denies that it has any or any further liability or obligation thereunder, any action or proceeding is commenced to enjoin or restrain the performance or observance by EDC of any material terms thereof or to question the validity or enforceability thereof, or at any time it is unlawful or impossible for EDC to perform any of its material obligations thereunder; or

(n) to the extent that any Contract Revolver Loans remain outstanding, the EDC Guarantee or any material obligation or other provision thereof is terminated or ceases to be in full force and effect at any time for any reason whatsoever, is declared to be void or voidable, is repudiated, or the validity, binding effect, legality or enforceability thereof is at any time contested by EDC or EDC denies that it has any or any further liability or obligation thereunder, any action or proceeding is commenced to enjoin or restrain the performance or observance by EDC of any material terms thereof or to question the validity or enforceability thereof, or at any time it is unlawful or impossible for EDC to perform any of its material obligations thereunder.

7.2 Remedies

(a) Subject to Xxxxxx’s right to suspend its obligation to make further Contract Revolver Advances at any time in its sole discretion, if any Default shall have occurred and be continuing, then Lender may terminate or suspend its obligation to make further Revolving Credit Advances, Contract Revolver Advances and to incur additional Letter of Credit or other Obligations. In addition, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) declare all or any portion of the Obligations to be forthwith due and payable, including contingent liabilities with respect to Letter of Credit Obligations, whereupon such Obligations shall become and be due and payable; (ii) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule C; or (iii) exercise any rights and remedies provided to Lender under the Loan Documents or at law or equity, including all remedies provided under the PPSA; provided, that upon the occurrence of any Event of Default specified in Sections 7.1(e), 7.1(f) or 7.1(g), the Obligations shall become immediately due and payable (and any obligation of Lender to make further Loans, if not previously terminated, shall immediately be terminated) without declaration, notice or demand by Lender.

(b) Without limiting the generality of the foregoing, Borrower and each other Credit Party executing this Agreement expressly agrees that upon the occurrence of any Event of Default, Lender may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right Borrower and each other Credit Party executing this Agreement hereby releases. Such sales may be adjourned, or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable.

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(c) Upon the occurrence and during the continuance of an Event of Default and at Xxxxxx’s request, Borrower and each other Credit Party executing this Agreement further agrees, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Xxxxxx xxx, if it so elects, seek the appointment of a receiver or receiver manager to take possession of any Collateral and to enforce any of Xxxxxx’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, Borrower and each other Credit Party executing this Agreement waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or wilful misconduct of such Person. Borrower and each other Credit Party executing this Agreement agrees that ten (10) days prior notice by Lender to such Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Borrower and each other Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled.

(d) Xxxxxx’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any Loan Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

7.3 Non-Compliance of Green Loan Principles

(a) Notwithstanding anything contained in this Agreement, any breach of Sections 3.23 or 5.2(k) (other than, for greater certainty, the requirement to use the proceeds of Contract Revolver Loans in accordance with Section 1.3(b)), or any other failure of Borrower to meet its Green Loan Objectives or provide timely and accurate reporting and information with respect to the Green Loan Objectives shall not constitute a Default or Event of Default under this Agreement.

(b) Upon the occurrence of any of the following events, as determined by Xxxxxx acting reasonably, and without limiting Xxxxxx’s right to suspend its obligation to make further Contract Revolver Advances and demand repayment of the Contract Revolver Loans at any time in its sole discretion, with respect to the Contract Revolver Loans and Borrower’s Green Loan Objectives:

(i) any representation, warranty, certification or statement of Borrower with respect to the Green Loan Objectives pursuant to the Compliance Certificate or otherwise is or proves to have been false or misleading when made or deemed to have been made; or

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(ii) Borrower fails to provide accurate and timely information with respect to the Green Loan Objectives when due or no longer maintains, implements or intends to achieve the Green Loan Objectives in accordance with the Green Loan Principles or as acceptable to the Lender; or

(iii) Lender has notified Borrower that any of the foregoing events described in paragraphs (i) and (ii) above have occurred or that otherwise, in the opinion of Lender, Borrower has failed to maintain acceptable Green Loan Objectives, achieve the Green Loan Objectives, maintain policies and procedures in place to meet the Green Loan Objectives or otherwise failed to comply with the Green Loan Principles, then

the Contract Revolver Facility and any Contract Revolver Loans shall immediately cease to be classified as “green loans” for all purposes and Borrower shall immediately cease to market, issue press releases or other statements or otherwise publicly disclose: (A) the Green Loan Objectives; (B) Borrower’s goal of achieving such Green Loan Objectives or complying with Green Loan Principles; (C) the use of the Loans for the purpose of achieving the Green Loan Objectives; (D) compliance with Green Loan Principles; or (E) otherwise classifying or describing the Loans as “green loans”.

7.4 Waivers by Credit Parties

Except as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each of Borrower and each other Credit Party executing this Agreement waives: (a) presentment, demand and protest, and notice of presentment, dishonour, intent to accelerate, acceleration, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents, commercial paper, Accounts, Contracts, Documents, Instruments, Chattel Paper and guarantees at any time held by Lender on which such Credit Party may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard; (b) all rights to notice and a hearing prior to Xxxxxx’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws. Each of Borrower and each other Credit Party executing this Agreement acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other Loan Documents and the transactions evidenced hereby and thereby and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.

7.5 Proceeds

(a) The Proceeds of any sale, disposition or other realization upon any Collateral shall be applied by Lender upon receipt to the Obligations in such order as Lender may deem advisable in its sole discretion (including the cash collateralization of any Letter of Credit Obligations) and after the indefeasible payment and satisfaction in full in cash of all of the Obligations, and after the payment by Lender of any other amount required by any provision of law, the surplus, if any, shall be paid to Borrower or its representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

(b) Notwithstanding anything contained herein, and subject to Section 7.5(c), all payments made by or for the account of the Credit Parties to the Lender after any or all of the Obligations have been accelerated, and the Proceeds of any Collateral other than the Contract Revolver Collateral, shall be applied as follows:

(i) first, to payment of costs and expenses of the Lender in connection with the Loan Documents and any enforcement thereof (including costs and expenses of the Lender in connection with the enforcement of the EDC Guarantee) other than the enforcement of Contract Revolver Collateral;

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(ii) second, to payment of legal fees and expenses of the Lender in connection with the Loan Documents and any enforcement thereof (including legal fees and expenses of the Lender in connection with the review and enforcement of the EDC Guarantee) other than the enforcement of Contract Revolver Collateral;

(iii) third, to payment of all accrued and unpaid interest on the Operating Loan and any other fees remaining owing by the Credit Parties to the Lender in connection with the Operating Loan;

(iv) fourth, to payment of all other outstanding Obligations in respect of the Revolving Credit Loan and Letter of Credit Obligations other than the EDC Guaranteed Letter of Credit Obligations;

(v) fifth, to payment of all accrued and unpaid interest on the Contract Revolver Loan;

(vi) sixth, to payment of all other outstanding Obligations in respect of the Contract Revolver Loan; and

(vii) seventh, to pay any reimbursement or cash collateralization obligations in respect of EDC Guaranteed Letter of Credit Obligations and all other outstanding Obligations in respect of the EDC Guaranteed Letter of Credit Loan.

(c) Notwithstanding anything contained in Section 7.5(a), or in paragraphs 7.5(b)(i) to 7.5(b)(vii) of this Section 7.5, after any or all of the Obligations have been accelerated, the Proceeds of any Contract Revolver Collateral, shall be applied as follows:

(i) first, to payment of costs and expenses of the Lender in connection with the enforcement of the Loan Documents with respect to the Contract Revolver Collateral (other than costs and expenses of the Lender in connection with the enforcement of the EDC Guarantee);

(ii) second, to payment of legal fees and expenses of the Lender in connection with the enforcement of the Loan Documents with respect to the Contract Revolver Collateral (other than legal fees and expenses of the Lender in connection with the review and enforcement of the EDC Guarantee);

(iii) third, to payment of all accrued and unpaid interest on the Contract Revolver Loans and any other fees remaining owing by the Credit Parties to the Lender in connection with the Contract Revolver Facility;

(iv) fourth, to payment of all other outstanding Obligations in respect of the Contract Revolver Loans;

(v) fifth, to payment of all accrued and unpaid interest on the Operating Loan and any other fees remaining owing by the Credit Parties to the Lender in connection with the Operating Loan;

(vi) sixth, to payment of all other outstanding Obligations in respect of the Revolving Credit Loan and Letter of Credit Obligations other than the EDC Guaranteed Letter of Credit Obligations; and

(vii) seventh, to pay any reimbursement or cash collateralization obligations in respect of EDC Guaranteed Letter of Credit Obligations and all other outstanding Obligations in respect of the EDC Guaranteed Letter of Credit Loan.

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SECTION 8 MISCELLANEOUS

8.1 Complete Agreement; Modification of Agreement

This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied). No Loan Document may be modified, altered or amended except by a written agreement signed by Xxxxxx and each other Credit Party that is a party to such Loan Document. Borrower and each other Credit Party executing this Agreement or any other Loan Document shall have all duties and obligations under this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the initial Loan has been funded at that time.

8.2 Expenses

Xxxxxxxx agrees to pay or reimburse Lender for all costs and expenses (including the fees and expenses of all counsel, advisors, consultants (including environmental and management consultants), field examiners, appraisers and auditors retained in connection therewith), incurred in connection with: (a) the preparation, negotiation, execution, delivery, performance and enforcement of the Loan Documents and the preservation of any rights thereunder; (b) collection, including deficiency collections; (c) the forwarding to Borrower or any other Person on behalf of Borrower by Xxxxxx of the proceeds of any Loan; (d) any amendment, waiver or other modification with respect to any Loan Document or advice in connection with the administration of the Loans or the rights thereunder; (e) any litigation, dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, Borrower or any other Person), and an appeal or review thereof, in any way relating to the Collateral, any Loan Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (f) any effort to: (i) monitor the Loans (ii) evaluate, observe or assess Borrower or any other Credit Party or the affairs of such Person; and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. Without limiting the foregoing, Borrower will reimburse Lender for the costs (including reasonable out of pocket expenses plus applicable taxes) related to Field Examinations and inventory appraisals.

8.3 No Waiver

Neither Lender’s failure, at any time, to require strict performance by Borrower or any other Credit Party of any provision of any Loan Document, nor Xxxxxx’s failure to exercise, nor any delay in exercising, any right, power or privilege hereunder, shall operate as a waiver thereof or waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or future exercise thereof or the exercise of any other right, power or privilege. Any suspension or waiver of a Default or other provision under the Loan Documents shall not suspend, waive or affect any other Default or other provision under any Loan Document, and shall not be construed as a bar to any right or remedy which Lender would otherwise have had on any future occasion. None of the undertakings, indemnities, agreements, warranties, covenants and representations of Borrower or any other Credit Party to Lender contained in any Loan Document and no Default by Borrower or any other Credit Party under any Loan Document shall be deemed to have been suspended or waived by Xxxxxx, unless such waiver or suspension is by an instrument in writing signed by an officer or other authorized employee of Lender and directed to Borrower specifying such suspension or waiver (and then such waiver shall be effective only to the extent therein expressly set forth), and Lender shall not, by any act (other than execution of a formal written waiver), delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder.

8.4 Severability; Section Titles

Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of any Loan Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such Loan Document. Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under the Loan Documents shall in any way affect or impair the Obligations, duties, covenants, representations and warranties, indemnities, and liabilities of Borrower or any other Credit Party or the rights of Lender relating to any unpaid Obligation (due or not due, liquidated, contingent or unliquidated), or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is not required until after the Commitment Termination Date, all of which shall not terminate or expire, but rather shall survive such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that all indemnity obligations of the Credit Parties under the Loan Documents shall survive the Termination Date. The Section titles contained in any Loan Document are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

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8.5 Authorized Signature

Until Lender shall be notified in writing by Borrower or any other Credit Party to the contrary, the signature upon any document or instrument delivered pursuant hereto and believed by Lender or any of Lender’s officers, agents, or employees to be that of a Credit Party or of an officer of Borrower or such other Corporate Credit Party shall bind Borrower or such other Credit Party and be deemed to be the act of Borrower or such other Credit Party affixed pursuant to and in accordance with resolutions duly adopted by Xxxxxxxx’s or such other Corporate Credit Party’s board of directors, and Xxxxxx shall be entitled to assume the authority of each signature and authority of the person whose signature it is or appears to be unless the person acting in reliance thereon shall have actual knowledge to the contrary.

8.6 Notices

Except as otherwise provided herein, whenever any notice, demand, request or other communication shall or may be given to or served upon any party by any other party, or whenever any party desires to give or serve upon any other party any communication with respect to this Agreement, each such communication shall be in writing and shall be deemed to have been validly served, given or delivered: (a) upon the earlier of actual receipt (or refusal thereof) and three (3) Business Days after deposit in the mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by telecopy, e-mail or other similar facsimile or electronic transmission (with such telecopy, e-mail or facsimile promptly confirmed by delivery of a copy by personal delivery or mail as otherwise provided in this Section 8.6); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when hand-delivered, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated in Schedule B or to such other address (or facsimile number) as may be substituted by notice given as herein provided. Failure or delay in delivering copies of any such communication to any Person (other than Borrower or Lender) designated in Schedule B to receive copies shall in no way adversely affect the effectiveness of such communication.

8.7 Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered (including by facsimile transmission or as a pdf attachment to an e-mail) shall constitute an original, but all such counterparts when taken together shall constitute one and the same instrument.

8.8 Assignments

This Agreement shall be binding upon and inure to the benefit of Xxxxxx, the Credit Parties and their respective heirs, executors, administrators, other legal representatives, successors and assigns. Neither this Agreement nor any interest in this Agreement may be assigned by Borrower or any other Credit Party without the prior written consent of Xxxxxx. Lender may assign or transfer or grant participations in its rights or obligations under this Agreement in whole or in part at any time without notice to or consent of the Credit Parties. Lender may disclose to potential or actual transferees or assignees or participants, any information regarding the Credit Parties as Lender considers necessary and the Credit Parties consent to such disclosure.

8.9 Time of the Essence

Time is of the essence for performance of the Obligations under the Loan Documents.

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8.10 Governing Law

Except for Loan Documents expressed to be governed by the laws of another jurisdiction, the Loan Documents and the obligations arising under the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the Province of British Columbia applicable to contracts made and performed in such province, without regard to the principles thereof regarding conflicts of laws, and any applicable laws.

8.11 Submission to Jurisdiction; Waiver of Jury Trial

(a) Borrower and each other Credit Party executing this Agreement hereby consent and agree that the courts located in British Columbia shall have exclusive jurisdiction to hear and determine any claims or disputes between Borrower and such Credit Party and Lender pertaining to this Agreement or any of the other Loan Documents or to any matter arising out of or related to this Agreement or any of the other Loan Documents; that nothing in this Agreement shall be deemed or operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction to collect the Obligations, to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favour of Xxxxxx. Borrower and each other Credit Party executing this Agreement expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower and such Credit Party hereby waive any objection which they may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Borrower and each other Credit Party executing this Agreement hereby waive personal service of the summons, complaint and other process issued in any such action or suit and agree that service of such summons, complaint and other process may be made by registered or certified mail addressed to Borrower or such Credit Party at the address set forth in Schedule B of this Agreement and that service so made shall be deemed completed upon the earlier of Borrower’s or such Credit Party’s actual receipt thereof (or refusal) or three (3) Business Days after deposit in the mail, proper postage prepaid.

(b) THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN XXXXXX, BORROWER AND ANY CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

8.12 Press Releases

Neither any Credit Party nor any of its Affiliates will in the future issue any press release or other public disclosure using the name of Royal Bank of Canada or its affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to Lender and without the prior written consent of Lender unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with Lender before issuing such press release or other public disclosure. Each Credit Party consents to the publication (in the ordinary course) by Lender of customary advertising material relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product photographs, logos or trademarks. Such consent shall remain effective until revoked by such Credit Party in writing to Lender.

8.13 Reinstatement

This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any part of the Obligations is rescinded or must otherwise be returned or restored by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any other Credit Party, or otherwise, all as though such payments had not been made.

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8.14 Illegality

(a) In the event that Lender determines that, in consequence of any change in any Requirement of Law or any policy applicable to it that it is illegal, unlawful or prohibited for it to make or continue to make any Loans, Letter of Credit Obligations, Bank Products or any other Obligations hereunder, it shall have the right to immediately terminate such Loans, Letter of Credit Obligations, Bank Products or other Obligations as it shall determine necessary or appropriate and to terminate any commitment to make or continue to make such Loans, Letters of Credit Obligations, Bank Products or other Obligations and/or to terminate its commitments hereunder and any of the Loan Documents as it shall determine necessary or appropriate.

(b) If Lender determines that it is unlawful to maintain any Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate, as applicable, Borrower shall, upon its receipt of notice of such fact and demand from Lender, prepay in full such Revolving Credit Advances then outstanding, together with interest accrued thereon, either on the last day of the Interest Period thereof, if Lender may lawfully continue to maintain such Revolving Credit Advances to such day, or immediately, if Xxxxxx may not lawfully continue to maintain such Revolving Credit Advances. No payment shall be due under Section 1.14 upon prepayment of Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate pursuant to or as a result of the circumstances described in the preceding sentence. If Borrower is required to so prepay any Revolving Credit Advances based upon Adjusted Term SOFR or the BA Equivalent Rate, as applicable, then concurrently with such prepayment, Borrower shall borrow from Lender, in the amount of such repayment, Revolving Credit Advances based upon RBUSBR or RBP, as applicable.

8.15 Set Off and Survival

Without limitation to any other rights or remedies of Lender, Lender shall have the right at all times without notice to the Credit Parties (which notice is hereby waived to the maximum extent permitted by law) to set off or apply against any Obligations now and hereafter owing (whether matured or contingent) any deposits at any time held by, or other indebtedness at any time owing by, Lender or any of its Affiliates to or for the credit or account of any Credit Party. All indemnities hereunder or under the other Loan Documents shall survive any termination of the Loan Documents unless expressly released in writing.

8.16 Increased Costs

If, by reason of: (a) any change in any Requirement of Law (including any change by way of imposition or increase of statutory reserves or other reserve requirements) or interpretation thereof; or (b) the compliance with any guideline or request from any government authority or other Person exercising control over banks or financial institutions generally (whether or not having the force of law):

(a) Lender shall be subject to any Tax with respect to any Loan (including a Letter of Credit) or a change shall result in the basis of taxation of any payment to Lender with respect to its obligation to make or continue any Loan or issue Letters of Credit or participate in Letter of Credit Obligations; or

(b) any reserve (including any imposed by the board of governors or any other applicable Governmental Authority), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, Lender shall be imposed or deemed applicable, or any other condition affecting Lender’s obligation to make any Loans or issue Letters of Credit, shall be imposed on Lender,

and as a result there shall be an increase in the cost to Lender of agreeing to make or making, funding or maintaining Loans, Letters of Credit or Letter of Credit Obligations (except to the extent already included in determination of the rate of interest), or there shall be a reduction in the amount receivable by Lender, then Lender shall promptly notify Borrower of such event, and Borrower shall, within five (5) Business Days following demand therefor, pay Lender the amount of such increased costs or reduced amounts.

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If Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender the Applicable Margin will not adequately and fairly reflect the cost to Lender of funding Loans or incurring Letter of Credit Obligations or the cost to Lender of issuing Letters of Credit, then (A) Lender shall promptly notify Borrower of such event; and (B) Lender’s obligation to fund Loans and issue Letters of Credit, shall be immediately suspended, until each condition giving rise to such suspension no longer exists.

Notwithstanding anything herein to the contrary, Borrower shall only be required to compensate Lender in respect of any such increased costs or reduction in the amount received or receivable by Lender to the extent Borrower has received a written request for such compensation within ninety (90) days after Lender has received actual notice of the occurrence of the relevant circumstance giving rise to such increased costs or reduction in the amount received or receivable by Lender.

8.17 Conflict

If any provision of this Agreement conflicts with and is incapable of being construed together with any other Loan Document (other than the EDC Guarantee and the EDC Letter of Credit Guarantee), then the provisions of this Agreement shall prevail to the extent necessary to remove such conflict. If there is a representation, warranty, covenant, agreement or event of default contained in any Loan Document which is not contained herein, or vice versa, such additional provision shall not constitute a conflict.

SECTION 9 SPECIAL PROVISIONS

9.1 Interest Act (Canada)

For the purposes of this Agreement, whenever interest or a fee to be paid hereunder is to be calculated on the basis of a year of three hundred and sixty (360) days, as in the case of all Revolving Credit Advances in U.S.$ made based upon Term SOFR, or any other period of time that is less than a calendar year, the yearly rate of interest or the yearly fee to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either three hundred and sixty (360) or such other period of time, as the case may be.

9.2 Excess Resulting from Exchange Rate Change

If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the U.S. Dollar (a) the Obligations exceed any limitations hereunder or (b) any part of the Obligations exceeds any limit set forth herein for such Obligations, Borrower shall within three (3) Business Days or, if an Event of Default has occurred and is continuing, immediately: (i) make the necessary payments or repayments to reduce such Obligations to an amount necessary to eliminate such excess; or (ii) maintain or cause to be maintained with Lender 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 acceptable to Lender acting reasonably. Without in any way limiting the foregoing provisions, Lender shall, weekly or more frequently in Xxxxxx’s sole discretion, make the necessary exchange rate calculations (based upon the rate of exchange established by Xxxxxx as at noon on the date of determination) to determine whether any such excess exists on such date.

9.3 Judgment Currency

If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, Lender could purchase in the Toronto foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Borrower agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date Lender receives payment of any sum so adjudged to be due hereunder in the Second Currency, Lender may, in accordance with normal banking procedures, purchase, in Toronto foreign exchange market,the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify Lender against such loss. The term “rate of exchange” in this Section means the spot rate at which Lender, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

[Signature Pages Follow] 

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient redigés et signés en anglais.

Electronic Execution of Documents

The words “execution,” “execute,” “executed”, “signed,” “signature,” and words of like import in this Agreement, or in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby, shall be deemed to include DocuSign signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, 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 (a) Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Transaction Acts (British Columbia), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or (b) any other applicable law.

BORROWER:

	VICINITY MOTOR (BUS) CORP.
	Per:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: CEO

Signature pages to Amended and Restated Loan Agreement Vicinity Motor (Bus) Corp. 

GUARANTORS:

	VICINITY MOTOR CORP.
	Per:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: CEO

	VICINITY MOTOR (BUS) USA CORP.
	Per:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: CEO

	VICINITY MOTOR PROPERTY, LLC
	Per:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: CEO

Electronic Execution of Documents

The words “execution,” “execute,” “executed”, “signed,” “signature,” and words of like import in this Agreement, or in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby, shall be deemed to include DocuSign signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, 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 (a) Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Transaction Acts (British Columbia), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or (b) any other applicable law.

LENDER:

	ROYAL BANK OF CANADA
	Per:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Vice President, Corporate Client
			Group - Asset Based Lending

Signature pages to Amended and Restated Loan Agreement Vicinity Motor (Bus) Corp.

Schedule A
DEFINITIONS

Capitalized terms used in this Agreement and the other Loan Documents shall have (unless otherwise provided elsewhere in this Agreement or in the other Loan Documents) the following respective meanings:

“Account Debtor” shall mean any Person who is or may become obligated with respect to, or on account of, an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the PPSA and includes any right of any Person to payment for goods sold or leased or for services rendered, whether or not it has been earned by performance, now owned or hereafter acquired by any Person, including: (i) all accounts receivable, other receivables, book debts and other forms of obligations whether arising out of goods sold or leased or services rendered or from any other transaction whatsoever (including any contract rights); (ii) all of such Person’s rights in, to and under all purchase orders or receipts for goods or services; (iii) all of such Person’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation, stoppage in transit, repossession rights under any statute or law including those under Section 81.1 of the BIA, and rights to returned, claimed or repossessed goods); (iv) all monies due or to become due to such Person under all purchase orders and contracts for the sale or lease of goods or the performance of services or both by such Person or in connection with any other transaction (whether or not yet earned by performance on the part of such Person), including the right to receive the proceeds of said purchase orders and contracts; and (v) all collateral security and guarantees of any kind given by any other Person with respect to any of the foregoing.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Affiliate” shall mean, with respect to a Person: (i) each other Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, fifteen percent (15%) or more of the Shares having ordinary voting power for the election of directors of such Person; (ii) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; or (iii) each of such Person’s officers, directors (or person having a similar function), joint venturers and partners. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Agreement including all appendices, exhibits or schedules attached or otherwise identified thereto, restatements and modifications and supplements thereto, and any appendices, exhibits or schedules to any of the foregoing, each as in effect at the time such reference becomes operative; provided, that except as specifically set forth in this Agreement, any reference to the Disclosure Schedules to this Agreement shall be deemed a reference to the Disclosure Schedules as in effect on the Closing Date or in a written amendment thereto executed by Xxxxxxxx and Xxxxxx.

“Applicable Margin” shall mean:

(ii) for the purposes of determining the applicable interest rate for the Revolving Credit Loan for any day, the applicable percentage per annum set forth below under the caption: (i) RBP and RBUSBR Based Loans, or (ii) Loans based on the BA Equivalent Rate and Adjusted Term SOFR, as the case may be, based upon the trailing twelve (12) month EBITDA as of the relevant date of determination:

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Tier	Trailing 12 month EBITDA	RBP and RBUSBR Based Loans	Loans based on BA Equivalent Rate and Adjusted Term SOFR
I	Greater than or equal to $3,000,000	0.75%	2.25%
II	Less than $3,000,000	1.00%	2.50%; and

 (iii) for the purposes of determining the applicable interest rate for the Contract Revolver Loan for any day, 2.00% per annum.

Each change in the Applicable Margin resulting from a change in the trailing twelve (12) month EBITDA shall be effective with respect to all Revolving Credit Loans, on the date that the financial statements and certificates required by Section 4.1(b) are required to be delivered to Lender, based upon trailing twelve (12) month EBITDA as of the end of the most recent Fiscal Month included in such financial statements so delivered, and shall remain in effect until the date immediately preceding the next required date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing:

(b) in the case of each Revolving Credit Advance made based upon the BA Equivalent Rate or the Adjusted Term SOFR, a change in the Applicable Margin as at the end of the most recent Fiscal Month will apply on the maturity date of the applicable Interest Period; and

(c) if Borrower fails to deliver any of the financial statements and certificates required in accordance with Section 4.1(b), the Applicable Margin shall be deemed to be the rate applicable to Tier II in the table set forth above, from the date that such financial statements and certificates were due, until such financial statements and certificates are delivered.

“Appraisal Fees” shall have the meaning assigned to it in Schedule B.

“Authorized Officer” shall mean the president, chief financial officer, chief executive officer or such other officer or signatory of Xxxxxxxx (as may be appointed by corporate resolution, in writing) as is acceptable to Xxxxxx.

“Available Tenor” shall mean as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period, or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“BA Equivalent Rate” shall mean, for the applicable Interest Period, a rate per annum equal to the annual rate of interest quoted on the Business Day which is the first day of such Interest Period by Lender as being its rate of interest for bankers’ acceptances in Canadian dollars for a face amount similar to the amount of the applicable BA Equivalent Rate based loan and for a term similar to the applicable Interest Period.

“Bank Products” shall mean any ancillary services, facilities or obligations which Lender may in its sole discretion undertake in connection with any of the Credit Parties and includes any Visa Facility and/or Foreign Exchange Facility described in Schedule H hereto.

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“Benchmark” shall mean:

(a) in respect of BA Equivalent Rate based loans, initially, CDOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 1.15(b), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof; and

(b) in respect of SOFR Loans, initially, Adjusted Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.15(a).

“Benchmark Replacement” shall mean:

(a) with respect to any Benchmark Transition Event for any Available Tenor of a BA Equivalent Rate based loan:

(i) for purposes of Section 1.15(a), the first alternative set forth below that can be determined by the Lender:

(A) the sum of: (i) Term XXXXX and (ii) 0.29547% (29.547 basis points) for an Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for an Available Tenor of three-months’ duration, or

(B) the sum of: (i) Daily Compounded XXXXX and (ii) 0.29547% (29.547 basis points) for an Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for an Available Tenor of three-months’ duration; and

(ii) for purposes of Section 1.15(c), the sum of (A) the alternate benchmark rate and (B) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Lender and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for Canadian dollar-denominated bilateral credit facilities at such time; and

(b) with respect to any Benchmark Transition Event for any Available Tenor of a SOFR Loan, the sum of: (a) the alternate benchmark rate that has been selected by the Lender and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated bilateral credit facilities at such time; and (b) the related Benchmark Replacement Adjustment,

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

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated bilateral credit facilities at such time.

A-3-

“Benchmark Replacement Date” shall mean, with respect to any Benchmark, the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of paragraphs (b)(i) or (b)(ii) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein, and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of paragraph (b)(iii) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such paragraph (b)(iii) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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

“Benchmark Transition Event” shall mean:

(a) with respect to any then-current Benchmark relating to BA Equivalent Rate based loans, other than CDOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (i) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (ii) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored; and

(b) with respect to any Benchmark relating to SOFR Loans, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

A-4-

(iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative of the underlying market and economic reality that such Benchmark is intended to measure.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” shall mean in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date; and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” shall mean with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.15; and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.15.

“BIA” shall mean the Bankruptcy and Insolvency Act (Canada), and any successor act or statute, as in effect from time to time or at any time.

“Blocked Accounts” shall have the meaning assigned to it in Schedule D.

“Blocked Accounts Agreement” shall have the meaning assigned to it in Schedule D.

“Books and Records” shall mean all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral or Borrower’s or any other Credit Party’s business.

“Borrower” shall mean the Person identified as such in the preamble of this Agreement and includes its successors.

“Borrowing Base” shall mean, collectively, the Operating Loan Borrowing Base and the Contract Revolver Borrowing Base.

“Borrowing Base Certificates” shall mean the certificates in the form of Exhibit C-1 and Exhibit C-2.

“Business Day” shall mean any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Toronto, Ontario or New York, New York; provided, that, when used in connection with a SOFR Loan, or any other calculation or determination involving SOFR, the term “Business Day” shall mean any day that is only a U.S. Government Securities Business Day.

A-5-

“Canadian Dollars”, “CAD$” or “$” shall mean the lawful currency of Canada.

“Capital Expenditures” shall mean all payments or accruals (including Capital Lease Obligations) for any fixed assets or improvements or for replacements, substitutions or additions thereto, that have a useful life of more than one year and that are required to be capitalized under IFRS.

“Capital Lease” shall mean, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with IFRS, either would be required to be classified and accounted for as a capital lease on a balance sheet of such Person or otherwise would be disclosed as such in a note to such balance sheet, other than, in the case of Borrower or any Credit Party, any such lease under which Borrower is the lessor.

“Capital Lease Obligation” shall mean, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that, in accordance with IFRS, would appear on a balance sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet.

“Cash Collateral Account” shall have the meaning assigned to it in Schedule C.

“CCAA” shall mean the Companies’ Creditors Arrangement Act (Canada) and any successor legislation thereto, as in effect from time to time or at any time.

“CDOR” shall mean the Canadian Dollar rate for bankers’ acceptance borrowings known as the Canadian Dollar Offered Rate provided by RBSL, as the administrator of the benchmark (or a successor administrator).

“Change of Control” shall mean, with respect to any Person on or after the Closing Date, any change to the legal or organizational structure of any Corporate Credit Party or any change in the composition of its Shareholders as of the Closing Date shall occur which would result in any shareholder or group acquiring 50% or more of any class of Shares of such Person, or that any Person (or group of Persons acting in concert) shall otherwise acquire, directly or indirectly (including through Affiliates), the power to elect a majority of the board of directors of such Person or otherwise direct the management or affairs of such Person by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise.

“Charges” shall mean all federal, provincial, state, county, city, municipal, local, foreign or other governmental or quasi-governmental taxes, levies, customs or other duties, assessments, charges, liens, and all additional charges, interest, penalties, expenses, claims or encumbrances upon or relating to: (i) the Collateral; (ii) the Obligations; (iii) the employees, payroll, income or gross receipts of any Credit Party; (iv) the ownership or use of any assets by any Credit Party; or (v) any other aspect of any Credit Party’s business as well as any and all amounts at any time due and payable by any Credit Party to and/or in respect of any Plan (whether as a result of under-funding or otherwise).

“Chattel Paper” shall mean a writing or writings which evidence both a monetary obligation and a security interest in or lease of specific goods, but a charter or other contract involving the use or hire of a vessel is not Chattel Paper. When a transaction is evidenced by both such a security agreement or a lease and by an instrument or a series of instruments, the group of writings then together constitutes Chattel Paper.

“Clearance Costs” shall have the meaning assigned to it in paragraph (c) of the definition of Eligible Inventory.

“Closing Date” shall mean February 17, 2023.

“Collateral” shall have the meaning assigned to it in Section 6.1.

“Collateral Monitoring Fee” shall have the meaning assigned to it in Schedule E.

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“Commitment Termination Date” shall mean the earliest of: (i) (a) with respect to all Obligations other than Obligations outstanding in respect of the Contract Revolver Facility and the EDC Guaranteed Letter of Credit Obligations, the Stated Expiry Date; (b) with respect to all Obligations outstanding in respect of the Contract Revolver Facility, the earliest to occur of: (A) demand by the Lender; (B) the date on which the EDC Guarantee matures or is cancelled; and (C) the Stated Expiry Date; and (c) with respect to all Obligations outstanding in respect of the EDC Guaranteed Letter of Credit Obligations, the EDC Letter of Credit Guarantee Expiry Date; and (ii) the date Lender’s obligation to advance funds, issue Letters of Credit or otherwise extend or continue any credit hereunder is otherwise terminated pursuant to the terms hereof. Notwithstanding the foregoing, the Contract Revolver Facility may, with the Lender’s approval in its sole discretion, be renewed annually subject to payment of the EDC Guarantee Fee and any other fees agreed to by the Borrower, the renewal of the EDC Guarantee and all other documentation requested by the Lender.

“Compliance Certificate” shall mean a certificate in the form of Exhibit b.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “RBUSBR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is necessary in connection with the administration of this Agreement and the other Loan Documents).

“Continuation/Conversion Date” shall mean the date on which a Revolving Credit Advance is converted from or into or continued as a Revolving Credit Advance based upon Adjusted Term SOFR or the BA Equivalent Rate.

“Contract Revolver Advance” shall have the meaning specified in Section 1.1(b).

“Contract Revolver Blocked Account” shall mean the blocked account described under the heading “Contract Revolver Blocked Account” on Attachment 1 to Schedule D.

“Contract Revolver Borrowing Availability” shall mean, at any time, the lesser of: (i) the Contract Revolver Facility Maximum Amount; and (ii) the Contract Revolver Borrowing Base, in each case less reserves (without duplication of reserves against the Operating Loan Borrowing Base) established by Lender from time to time in its good faith discretion.

“Contract Revolver Borrowing Base” shall mean, at any time, an amount equal to (i) one hundred percent (100%) of Eligible Pre-Shipment Costs; less (ii) any reserves established by Xxxxxx from time to time in its good faith discretion.

“Contract Revolver Collateral” shall mean Collateral financed by the Contract Revolver Loans, Collateral constituting EV Truck Inventory, any Account related to EV Truck Inventory or resulting from a Purchase Order in respect of such EV Truck Inventory, all monies in the Contract Revolver Blocked Account and the proceeds of the sale of the Ferndale Property, and all proceeds of the foregoing.

“Contract Revolver Disbursement Account” shall mean the disbursement account described under the heading “Contract Revolver Disbursement Account” on Attachment 1 to Schedule D.

“Contract Revolver Facility” shall have the meaning specified in 1.1(b).

A-7-

“Contract Revolver Facility Maximum Amount” shall mean U.S.$30,000,000.

“Contract Revolver Loan” shall mean the aggregate amount of all Contract Revolver Advances then outstanding.

“Contracts” shall mean all the contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Person may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Account.

“Contractual Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument, or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Copyright License” shall mean rights under any written agreement now owned or hereafter acquired by any Person granting the right to use any Copyright or Copyright registration.

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Person: (i) all copyrights in any original work of authorship fixed in any tangible medium of expression, now known or later developed, all registrations and applications for registration of any such copyrights in the United States, Canada or any other country, including registrations, recordings and applications, and supplemental registrations, recordings, and applications in the United States Copyright Office or in the applicable office in Canada; and (ii) all Proceeds of the foregoing, including license royalties and proceeds of infringement suits, the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all renewals and extensions thereof.

“Corporate Credit Party” shall mean any Credit Party that is a corporation, partnership (including a limited partnership) or limited or unlimited liability company.

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

“Credit Party” shall mean Borrower and each Guarantor.

“Daily Compounded XXXXX” means, for any Business Day in an interest payment period, XXXXX with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Lender in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded XXXXX for business loans; provided that if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published XXXXX and a Benchmark Transition Event with respect to XXXXX has not occurred, then, in respect of any day for which XXXXX is required, references to XXXXX will be deemed to be references to the last provided or published XXXXX.

“Default” shall mean the occurrence of any Event of Default or event which, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

“Default Rate” shall have the meaning assigned to it in Section 1.5(c).

“Disbursement Accounts” shall have the meaning assigned to it in Schedule D.

“Documents” shall mean all documents of title (as defined in PPSA), now owned or hereafter acquired by any Person, wherever located, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable.

“EAA” shall mean the Environmental Assessment Act (British Columbia) and the similar laws of Canada and any other province where any Collateral may be located, and any successor law or statute, as in effect from time to time or at any time.

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“EBITDA” shall mean, for any period, the Net Income (Loss) for such period plus interest expense, unrealized foreign exchange losses, income tax expense, amortization expense, depreciation expense including depreciation of leased vehicle inventory, stock based compensation and unusual or non-recurring losses and minus unrealized foreign exchange gains, for such period, determined in accordance with IFRS and to the extent included in the determination of such Net Income (Loss).

“EBITDAR” shall mean, for any period, the Net Income (Loss) for such period plus interest expense, unrealized foreign exchange losses, income tax expense, amortization expense, depreciation expense including depreciation of leased vehicle inventory, stock based compensation, unusual or non-recurring losses, expenses in respect of Operating Leases and rental expenses in respect of office, retail or other space and minus unrealized foreign exchange gains, for such period, determined in accordance with IFRS and to the extent included in the determination of such Net Income (Loss).

“EDC” shall mean Export Development Canada.

“EDC Guarantee” shall mean the Export Guarantee Program (EGP) guarantee dated as of the date hereof, as amended, modified, supplemented, replaced or renewed from time to time, issued by EDC to Lender, guaranteeing 75% of the payment and performance of Borrower’s obligations to the Lender in connection with the Contract Revolver Facility, up to a maximum amount of U.S.$22,500,000.

“EDC Guarantee Fee” shall mean all fees relating to the provision of the EDC Guarantee, as determined by EDC.

“EDC Guaranteed Letter of Credit Loan” shall mean the letter of credit facility made available by the Lender for the benefit of the Borrower, in respect of which EDC has guaranteed the obligations owing to the Lender thereunder pursuant to the EDC Letter of Credit Guarantee granted by EDC in favour of the Lender.

“EDC Guaranteed Letter of Credit Obligations” shall mean Letter of Credit Obligations incurred by the Lender in connection with the EDC Guaranteed Letter of Credit Loan.

“EDC Guaranteed Letter of Credit Limit” shall mean U.S.$3,000,000, less any interest stated on the face amount of any Letter of Credit issued pursuant to the EDC Guaranteed Letter of Credit Loan as being payable by the Lender.

“EDC Letter of Credit Guarantee” shall mean the account performance security guarantee and any related “certificate of cover” issued by EDC in favour of the Lender, as renewed or replaced from time to time in form and substance satisfactory to the Lender, in an amount not less than U.S.$3,000,000 and for a term not less than as recorded in Letters of Credit issued in connection with the EDC Guaranteed Letter of Credit Loan, and which shall unconditionally and irrevocably guarantee to the Lender the payment of all Letters of Credit issued under the EDC Guaranteed Letter of Credit Loan.

“EDC Letter of Credit Guarantee Expiry Date” shall mean October 31, 2023, or such earlier date if the EDC Guarantee is terminated by either EDC or the Lender.

“Eligible Accounts” shall mean as at the date of determination, all Accounts of Borrower except any Account:

(a) that does not arise from the sale of goods or the performance of services by Borrower in the ordinary course of Xxxxxxxx’s business;

(b) upon which: (i) Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever; or (ii) Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

(c) to the extent of any concessions, offsets, deductions, contras, returns, chargebacks or understandings with the Account Debtor therein that in any way could reasonably be expected to adversely affect the payment of, or the amount of, such Account;

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(d) with respect to which an invoice, acceptable to Lender in form and substance, has not been sent to the account of the debtor;

(e) that is not owned by Borrower or is subject to any right, claim, or interest of another Person, other than Permitted Encumbrances which are in favour of Lender or have been subordinated on terms satisfactory to Lender to Liens in favour of Lender or which otherwise rank in priority behind the Liens in favour of Xxxxxx;

(f) that arises from a sale to or performance of services for an employee, Affiliate, Subsidiary or Shareholder of Borrower or any other Credit Party, or an entity which has common officers or directors with Borrower or any other Credit Party;

(g) that is the obligation of an Account Debtor that is the federal, state or provincial government (other than the provincial government of British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland, or Xxxxxx Xxxxxx Island) or a political subdivision thereof (other than a municipality in Canada), unless Xxxxxx has agreed to the contrary in writing (and, notwithstanding anything to the contrary contained herein, the obligation of an Account Debtor that is the provincial government of British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland, or Xxxxxx Xxxxxx Island or that is a municipality in Canada shall constitute an Eligible Account of the Borrower);

(h) that is the obligation of an Account Debtor located other than in Canada or the continental United States unless such Account is supported by a letter of credit in which Xxxxxx has a first priority perfected security interest and Lien by possession or credit insurance acceptable to Lender (and naming Xxxxxx as loss payee);

(i) that is the obligation of an Account Debtor to whom Xxxxxxxx is or may become liable for goods sold or services rendered by the Account Debtor to Borrower, to the extent of Borrower’s liability to such Account Debtor;

(j) that arises with respect to goods which are delivered on a cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor may be conditional;

(k) (i) (unless such obligation is the obligation of an Account Debtor that is a provincial transit authority, a Canadian municipality, the provincial governments of British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland or Xxxxxx Xxxxxx Island, or ABG Distribution LLC), is an obligation for which the total unpaid Accounts of the Account Debtor, exceed 25% (or such other amount as determined by Lender in its discretion) of the aggregate of all gross Accounts as related to accounts receivable (excluding any inter-company accounts receivable), to the extent of such excess; or (ii) is an obligation of an Account Debtor that is a provincial transit authority, a Canadian municipality, or the provincial governments of British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland or Xxxxxx Xxxxxx Island, for which the total unpaid Accounts of such provincial transit authority, such Canadian municipality or such provincial government exceed 75% (or such other amount as determined by the Lender in its discretion) of the aggregate of all gross Accounts as related to account receivable to the extent of such excess; or (iii) is an obligation of ABG Distribution LLC and is supported by credit insurance acceptable to the Lender, for which the total unpaid Accounts of ABG Distribution LLC exceed 50% (or such other amount as determined by the Lender in its discretion) of the aggregate of all gross Accounts as related to account receivable to the extent of such excess;

(l) that is not paid within ninety (90) days from its invoice date or, with respect to Eligible Investment Grade or Insured Accounts, is not paid within 120 days from its invoice date, or that are Accounts of an Account Debtor if 25% or more of the Accounts owing from such Account debtor remain unpaid within such time periods;

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(m) that is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any law relating to bankruptcy, insolvency, reorganization or relief of debtors;

(n) that arises from any bill-and-hold or other sale of goods which remain in Borrower’s possession or under Xxxxxxxx’s control;

(o) as to which Xxxxxx’s interest therein is not a first priority perfected security interest and Xxxx;

(p) to the extent that such Account exceeds any credit limit established by Xxxxxx in Xxxxxx’s good faith discretion;

(q) as to which any of Borrower’s representations or warranties pertaining to Accounts are untrue;

(r) that represents interest payments, late or finance charges, or service charges owing to Borrower;

(s) with respect to which the Account Debtor is located in any state of the United States or province of Canada which requires the filing of a Notice of Business Activities Report or registration or licensing to carry on business or similar report, registration or licensing in order to permit Borrower to seek judicial enforcement in such state of the United States or province of Canada of payment of such Account, unless Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or registration or licensing to carry on business or equivalent report, registration or licensing for the then current year;

(t) that is not otherwise acceptable in the good faith discretion of Lender, provided, that Lender shall have the right to create and adjust eligibility standards and related reserves from time to time in its good faith discretion;

(u) that is a progress invoice or that is subject to progress billing; or

(v) is an Account arising from the sale of EV Truck Inventory.

“Eligible Equipment” shall mean those assets listed on Schedule I attached hereto, which are owned by the Borrower and leased to the lessees thereof, and with respect to which the Borrower maintains a first priority perfected security interest and Xxxx.

“Eligible Inventory” shall mean as at the date of determination, all Inventory of Borrower (excluding, for the avoidance of doubt, all EV Truck Inventory), less the value of any deposits held by the Borrower from its customers, including Inventory covered by commercial Letters of Credit, that:

(a) is not subject to any Liens other than Permitted Encumbrances which are in favour of Lender or have been subordinated on terms satisfactory to Lender to Liens in favour of Lender or which otherwise rank in priority behind the Liens in favour of Xxxxxx;

(b) is located on premises owned or operated by Borrower and referenced in Disclosure Schedule (3.6) or is located on premises with respect to which Xxxxxx has received a landlord, bailee or mortgagee letter acceptable in form and substance to Lender acting reasonably or, in the sole discretion of Lender, in respect of which Xxxxxx has established an appropriate reserve;

(c) is not in transit unless and subject to Xxxxxx’s discretion (i) title has been transferred to Borrower; (ii) the goods are in transit to Borrower’s premises; (iii) the goods are insured to Lender’s satisfaction with Lender as first loss payee and such insurance has been assigned to Lender to its satisfaction; (iv) the goods are supported by documentation acceptable to Lender (including but not limited to the original bill of lading and invoice and the documentation provided for in paragraph (d)); and (v) any and all amounts in respect of the purchase and transportation of such Inventory, including duty, freight, brokerage fees, insurance and other similar costs (all such amounts other than purchase price, the “Clearance Costs”), are either (A) supported by a letter of credit acceptable to Lender, (B) paid for by Borrower and such payments have been verified by Lender, ( C) as to the Clearance Costs, reserved for in the Operating Loan Borrowing Base and, as to the purchase price, reserved for in the Operating Loan Borrowing Base unless waivers of all repossession, revendication or similar rights of an unpaid supplier have been received to the satisfaction of Lender or ( D) or such other arrangement that may be satisfactory to Lender;

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(d) is not covered by a negotiable document of title, unless such document and evidence of acceptable insurance covering such Inventory has been delivered to Lender;

(e) is of good and merchantable quality, free from any defects and is not obsolete, unsalable, shopworn, damaged, unfit for further processing or of substandard quality, in Xxxxxx’s good faith credit judgment;

(f) does not consist of: (i) discontinued items; (ii) slow-moving or excess items; (iii) used items held for resale; or (iv) items which have been shipped by Borrower, but for which Borrower has not issued an invoice;

(g) consists of raw materials or finished goods;

(h) meets all standards imposed by any Governmental Authority, including with respect to its production, acquisition or importation (as the case may be);

(i) is not placed by Borrower on consignment or held by Borrower on consignment from another Person;

(j) is not held for rental or lease by or on behalf of Borrower;

(k) does not meet or violate any warranty, representation or covenant contained in this Agreement or any other Loan Document;

(l) is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties;

(m) does not require the consent of any Person for the completion or manufacture, sale or other disposition of such Inventory by Lender and such completion, manufacture or sale does not constitute a breach or default under any contract or agreement to which Borrower is a party or to which such Inventory is or may become subject;

(n) is not subject to unpaid suppliers’ repossession rights;

(o) is in a location where the aggregate amount of Inventory that would otherwise be considered eligible, is at least $100,000; and

(p) is otherwise acceptable in the good faith discretion of Lender, provided that, Lender shall have the right to create and adjust eligibility standards and related reserves from time to time in its good faith discretion.

“Eligible Investment Grade or Insured Accounts” shall mean Eligible Accounts either: (i) payable by an Investment Grade Debtor; or (ii) insured with an insurer which is acceptable to Lender on terms satisfactory to Lender in its sole discretion.

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“Eligible Pre-Shipment Costs” shall mean all Prepaid Deposits and final purchase price payments in respect of the EV Truck Inventory and related costs and expenses associated therewith, including the total costs of such trucks, truck boxes, duties, shipping fees and brokerage fees, paid or to be paid by Borrower in respect of such EV Truck Inventory, net of any deposits received by Borrower from customers in respect of such EV Truck Inventory; provided that, in each case, such payments, costs and expenses shall be supported by valid contracts among Borrower and [*****], Purchase Orders with Borrower’s customers, and other documentation requested by the Lender from time to time, and provided that such payments, costs and expenses are otherwise satisfactory to the Lender in its sole discretion.

“Environmental Laws” shall mean all federal, provincial, state, municipal and local laws, statutes, ordinances, programs, permits, guidance, orders, decrees and regulations, now or hereafter in effect, and in each case as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

“Environmental Liabilities” shall mean all liabilities, obligations, responsibilities, remedial actions, removal costs, losses, damages of whatever nature, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim, suit, action or demand of whatever nature by any Person and which relate to any health or safety condition regulated under any Environmental Law, environmental permits or in connection with any Release, threatened Release, or the presence of a Hazardous Material.

“Equipment” shall mean all “equipment” as defined in the PPSA and, in any event, shall include tangible or corporeal property other than Inventory, now or hereafter acquired by any Person, wherever located, including any and all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible or corporeal personal or movable property (other than Inventory) of every kind and description which may be now or hereafter used in such Person’s operations or which are owned by such Person or in which such Person may have an interest, and all parts, accessories and accessions thereto and substitutions and replacements therefor.

“Equivalent Amount” shall mean the amount of U.S.$ to which any amount in $ is equivalent as determined by Lender based on its rate of exchange as determined at noon (Toronto time) on the date of determination.

“EV Truck Inventory” shall mean all VMC1200 and/or all VMC1500 electric trucks manufactured or to be manufactured from time to time for Borrower, the costs of which have been financed by the Contract Revolver Loans and shall exclude, for greater clarity, any electric trucks or other vehicles, the costs of which are not financed by the Contract Revolver Loans.

“Event of Default” shall have the meaning assigned to it in Section 7.1.

“Fees” shall mean the fees due to Lender as set forth in Schedule E.

“Ferndale Property” shall mean the premises located at 0000 & 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx [*****].

“FICOM” shall mean the Financial Institutions Commission of British Columbia and any Person succeeding to the functions thereof and includes the Superintendent under the PBSA and any other public authority empowered or created by the PBSA.

“Field Examination” shall have the meaning assigned to it in Section 6.2(c).

“Field Examination Fees” shall have the meaning assigned to it in Schedule F.

“Financial Statements” shall mean for any Person, the income statement, balance sheet and statement of cash flows of such Person, prepared in accordance with IFRS.

“Fiscal Month” shall mean a monthly accounting period of Borrower or of a Corporate Credit Party, as applicable.

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“Fiscal Quarter” shall mean each three (3) month period ending March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” shall mean the twelve (12) month period ending December 31 of each year. Subsequent changes of the fiscal year of Borrower shall not change the term “Fiscal Year” unless Lender shall consent in writing to such change.

“Fixed Charge Coverage Ratio” shall mean the ratio of the following determined in accordance with IFRS: (a) EBITDAR for such period less Capital Expenditures for the applicable period which are not financed through the incurrence of any Indebtedness (excluding the Revolving Credit Loan and the Contract Revolver Loan) and less cash income taxes paid or otherwise payable for such period; to (b) the sum of (i) cash interest paid or otherwise payable in respect of any Indebtedness for such period, (ii) regularly scheduled payments made or that were required to be made under Operating Leases, (iii) rental payments made or that were required to be made in respect of office, retail or other space, (iv) regularly scheduled payments of principal paid or that were required to be paid on Funded Debt (excluding the Revolving Credit Loan and the Contract Revolver Loan) for such period, (v) payments to Affiliates, and (vi) any distributions made to Shareholders during such period.

“Floor” shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR or CDOR. For the avoidance of doubt, the initial Floor for Term SOFR and CDOR shall be 0.00%.

“Funded Debt” shall mean, with respect to any Person, all of such Person’s Indebtedness consisting of or relating to the borrowing of money or the obtaining of credit (other than trade payables incurred in the ordinary course of business).

“Fx Contracts” shall have the meaning assigned to it in Schedule H.

“Fx Facility” shall have the meaning assigned to it in Schedule H.

“Fx Reserve” shall have the meaning assigned to it in Schedule H.

“Goods” shall mean all “goods,” as such term is defined in the PPSA and, in any event, includes all things which are movable at the time Lender’s Liens attach thereto (other than money, Documents, Instruments, Accounts, Chattel Paper and Intangibles) as well as all fixtures, standing timber which is to be cut, the unborn young of animals and growing crops, all now owned or hereafter acquired by any Person, wherever located, including Equipment, Inventory and all other tangible or corporeal personal or movable property.

“Goodwill” shall mean all goodwill, trade secrets, proprietary or confidential information, technical information, procedures, formulae, quality control standards, designs, operating and training manuals, customer lists, and distribution agreements now owned or hereafter acquired by any Person.

“Governmental Authority” shall mean any nation or government, any state, provincial or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Green Loan Objectives” shall mean the declared and written environmental sustainability objectives of Borrower with respect to clean transportation through the production and sale of electric vehicles.

“Green Loan Principles” shall mean the Green Loan Principles Supporting Environmentally Sustainable Economic Activity published by the Loan Market Association in February, 2021, as updated from time to time.

“Guarantee” shall mean any guarantee or any other agreement (other than the EDC Guarantee and the EDC Letter of Credit Guarantee) to perform all or any portion of the Obligations on behalf of Borrower or any other Credit Party, in favour of, and in form and substance satisfactory to, Lender, together with all amendments, modifications and supplements thereto and restatements and replacements thereof, and shall refer to such Guarantee as the same may be in effect at the time such reference becomes operative.

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“Guaranteed Indebtedness” shall mean, as to any Person, any obligation of such Person guaranteeing any indebtedness, lease, dividend, or other obligation (“primary obligations”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such guaranteeing Person (whether or not contingent): (i) to purchase or repurchase any such primary obligation; (ii) 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 or any balance sheet condition of the primary obligor; (i) 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; or (ii) to indemnify the owner of such primary obligation against loss in respect thereof.

“Guarantor” shall mean each Person other than EDC, which executes a Guarantee in favour of Xxxxxx in connection with the transactions contemplated by this Agreement.

“Hazardous Material” shall mean any substance, material or waste which is regulated by or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance which is: (i) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws; (ii) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB’s); or (iii) any radioactive substance.

“Hazardous Waste” shall include any Hazardous Material as well as any other substance, material or waste which is now or may hereafter be classified as hazardous (or similarly classified) under any applicable legislation.

“IFRS” shall mean international financial reporting standards as in effect from time to time, and, following any change in respect of such accounting standards, such accounting standards approved by the International Accounting Standards Board or Canadian Accounting Standards Board in effect from time to time as may be selected by a Credit Party including, without limitation, accounting standards for private enterprises or generally accepted accounting principles in Canada, in each case consistently applied provided that each Credit Party shall, when required to adopt new accounting standards, adopt accounting standards for private enterprises unless Lender otherwise consents in writing.

“Indebtedness” of any Person shall mean: (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured, but not including obligations to trade creditors incurred in the ordinary course of business and not more than forty five (45) days past due); (ii) all obligations evidenced by notes, bonds, debentures or similar instruments; (iii) all indebtedness created or arising under any conditional sale or other title retention agreements with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (iv) all Capital Lease Obligations; (v) all Guaranteed Indebtedness; (vi) all Indebtedness referred to in clauses (i), (ii), (iii), (iv) or (v) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (vii) the Obligations.

“Indemnified Liabilities” and “Indemnified Person” shall have the meaning assigned to such terms in Section 1.12.

“Instruments” shall mean all “instruments,” as defined in the PPSA and, in any event, includes all negotiable instruments (including all bills of exchange and promissory notes), all certificated securities or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease and is of a type which is, in the ordinary course of business, transferred by delivery with any necessary endorsement or assignment, now owned or hereafter acquired by any Person, wherever located, including all certificated securities and all notes and other evidences of indebtedness, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

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.

“Intangibles” shall mean all “intangibles” as defined in the PPSA and, in any event, includes intangible or incorporeal property, real or personal, moveable or immovable now owned or hereafter acquired by any Person, including all right, title and interest which such Person may now or hereafter have in or under any Contract, Intellectual Property, interests in partnerships, joint ventures and other business associations, permits, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials, Books and Records, Goodwill (including the Goodwill associated with any Intellectual Property), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal or moveable property, real or immovable property, tangible rights or intangible rights, corporeal or incorporeal rights, all liability, life, key-person, and business interruption insurance, and all unearned premiums), uncertificated securities, choses in action, deposit accounts, rights to receive tax refunds and other payments and rights of indemnification.

“Intellectual Property” shall mean any and all Licenses, Patents, Copyrights, Trademarks, trade secrets and customer lists.

“Interest Payment Date” shall mean, with respect to Revolving Credit Advances made based upon the BA Equivalent Rate or Adjusted Term SOFR, the last day of the Interest Period applicable to such Revolving Credit Advance and, with respect to each Interest Period of more than 30 days, on each date that occurs at intervals of 30 days duration after the commencement of the Interest Period.

“Interest Period” means, in respect of each SOFR Loan or BA Equivalent Rate based Loan, a period of one or three months, or such shorter period (in each case, subject to the availability thereof), with respect to such SOFR Loan or BA Equivalent Rate based Loan; provided that (i) the Interest Period shall commence on the date of an advance of or a conversion to a SOFR Loan or a BA Equivalent Rate based Loan, as the case may be, and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires; (ii) 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 with respect to a SOFR Loan or BA Equivalent Rate based 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; (iii) any Interest Period with respect to a SOFR Loan or BA Equivalent Rate based Loan that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) no Interest Period shall extend beyond the Stated Expiry Date; and (v) no tenor that has been removed from this definition pursuant to Section 1.15 shall be available for specification in such Notice of Borrowing or interest election.

“Inventory” shall mean all “inventory,” as such term is defined in the PPSA, now or hereafter owned or acquired by any Person, wherever located, including all inventory, merchandise, goods and other personal property which are held by or on behalf of such Person for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in such Person’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including other supplies.

“Investment Grade Debtor” shall mean a debtor of Borrower whose long-term unsecured and unsubordinated indebtedness has been rated as follows by 2 of the 3 rating agencies below:

(a) S&P:                >BBB-

(b) Moody’s:        >Baa3

(c) DBRS:    ≥ BBB-

“Investment Property” shall mean all investment property now or hereafter acquired by any Person, wherever located and includes securities (whether or not certificated), securities entitlement, securities account, commodity contract or commodity account.

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“Lender” shall mean Royal Bank of Canada and, if at any time Lender shall decide to assign or syndicate all or any of the Obligations, such term shall include such assignee or such other members of the syndicate.

“Letters of Credit” shall mean any and all commercial or standby letters of credit issued at the request and for the account of Borrower for which Xxxxxx has incurred Letter of Credit Obligations, and includes any letters of guarantee issued in the discretion of Lender.

“Letter of Credit Fee” shall have the meaning assigned to it in Schedule E

“Letter of Credit Obligations” shall mean all outstanding obligations (including all duty, freight, taxes, costs, insurance and any other charges and expenses) incurred by Xxxxxx, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance or guarantee, by Lender or another, of Letters of Credit, all as further set forth in Schedule C.

“Letter of Credit Sublimit” shall mean $5,000,000, or the Equivalent Amount thereof in U.S.$ not inclusive of the EDC Guaranteed Letter of Credit Loan.

“License” shall mean any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Person.

“Lien” shall mean, whether based on common law, statute or contract, whether xxxxxx or inchoate, whether or not crystallized or fixed, whether or not for amounts due or accruing due: (i) any mortgage, security deed or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, deemed trust, requirement to pay, easement, reservation, exception, encroachment, privilege, title exception, garnishment right, prior claim or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the PPSA or comparable law of any jurisdiction); and (ii) any rights of repossession or similar right of an unpaid supplier.

“Litigation” shall mean any claim, lawsuit, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority.

“Loan Documents” shall mean this Agreement, each Guarantee, the Blocked Accounts Agreement, and the other documents and instruments listed in Schedule F, and all security agreements, hypothecs, mortgages and all other documents, instruments, certificates, and notices at any time delivered by any Person (other than Lender and its affiliates) in connection with any of the foregoing.

“Loans” shall mean: (i) the Revolving Credit Loan (including Overdrafts and the Letter of Credit Obligations other than EDC Guaranteed Letter of Credit Obligations); (ii) the Contract Revolver Loan; and (iii) EDC Guaranteed Letter of Credit Obligations.

“Material Adverse Effect” shall mean a material adverse effect on: (a) the business, assets, operations, prospects or financial or other condition of Borrower or any other Credit Party or the industry within which Borrower or any other Credit Party operates; (b) Borrower’s or any other Credit Party’s ability to pay or perform the Obligations under the Loan Documents to which such Credit Party is a party in accordance with the terms thereof; (c) the Collateral or any realization thereof or Lender’s Liens on the Collateral or the priority of any such Lien; or (d) Lender’s rights and remedies under this Agreement and the other Loan Documents.

“Material Contract” shall mean any agreement to which any Credit Party is party which constitutes a guarantee in such Credit Party’s favour or otherwise providing for any Lien on another Person’s property, is essential to a Credit Party’s ability to carry on business as currently conducted (including without limitation, take or pay contracts and product licenses) or the breach or termination of which could otherwise give rise to a Material Adverse Effect.

“Minimum Actionable Amount” shall mean $100,000.

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“Miscellaneous Fees” shall have the meaning assigned to it in Schedule E.

“Net Contract Revolver Borrowing Availability” shall mean at any time the Contract Revolver Borrowing Availability less the Contract Revolver Loans outstanding.

“Net Income (Loss)” shall mean for any period, the aggregate net income (or loss) of the Borrower on a consolidated basis after taxes for such period, determined in accordance with IFRS.

“Net Operating Loan Borrowing Availability” shall mean at any time the Operating Loan Borrowing Availability less the Revolving Credit Loans outstanding.

“Notice of Borrowing” shall have the meaning assigned to it in Section 1.1(b).

“Notice of Continuation/Conversion” shall have the meaning assigned to in Section 1.6(b).

“Obligations” shall mean all loans, advances, debts, expense reimbursement, fees, liabilities, and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or amounts are liquidated or determinable) owing by Borrower and any other Credit Party to Lender, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, whether arising under any of the Loan Documents or under any other agreement between Borrower, such Credit Party and Lender, and all covenants and duties regarding such amounts including all such obligations and liabilities in respect of Bank Products, Overdrafts and reimbursement obligations in respect of Letters of Credit. This term includes all principal, interest, Fees, Charges, expenses, legal fees and any other sum chargeable to Borrower under any of the Loan Documents, and all principal and interest due in respect of the Loans and all obligations and liabilities of any Guarantor under any Guarantee.

“Operating Lease” shall mean any lease of property (excluding rentals of office, retail or other space) which, in accordance with IFRS, shall be reflected as an operating lease in the financial statements of a Person.

“Operating Loan” shall mean the aggregate amount of Revolving Credit Loans outstanding.

“Operating Loan Borrowing Availability” shall mean, at any time, the lesser of: (i) Operating Loan Maximum Amount; and (ii) the Operating Loan Borrowing Base, in each case less reserves (without duplication of reserves against the Contract Revolver Borrowing Base) established by Lender from time to time in its good faith discretion.

“Operating Loan Borrowing Base” shall mean, at any time, an amount equal to the sum at such time of:

(a) eighty-five percent (85%) of Eligible Accounts (other than Eligible Investment Grade or Insured Accounts) and ninety percent (90%) of Eligible Investment Grade or Insured Accounts, plus

(b) the lesser of:

(i) eighty-five percent (85%) of the net orderly liquidation value (as determined by an appraisal firm acceptable to Lender) of Eligible Inventory (excluding, for greater certainty, the EV Truck Inventory and Eligible Equipment); and

(ii) sixty-five percent (65%) of the book value of Eligible Inventory (excluding, for greater certainty, the EV Truck Inventory and Eligible Equipment) (recorded at the lower of cost and net realizable value),

and subject to a maximum of $7,500,000, plus

(c) eighty-five percent (85%) of the net orderly liquidation value (as determined by an appraisal firm acceptable to Lender) of Eligible Equipment (excluding, for greater certainty, the EV Truck Inventory); less

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(d) reserves established by Xxxxxx from time to time in its good faith discretion.

“Operating Loan Maximum Amount” shall mean the aggregate amount of $10,000,000 or the Equivalent Amount thereof in U.S.$.

“Overdraft” shall have the meaning assigned to it in Section 1.1(g).

“Patent License” shall mean rights under any written agreement now owned or hereafter acquired by any Person granting any right with respect to any invention on which a Patent is in existence.

“Patents” shall mean all of the following in which any Person now holds or hereafter acquires any interest: (i) all patents and letters patent of the United States, Canada or any other country, all registrations and recordings thereof, and all applications for patents and letters patent of the United States, Canada or any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, Canada or any province, state or territory thereof, or any other country; and (ii) all reissues, continuations, continuations-in-part or extensions thereof.

“PBSA” shall mean the Pension Benefits Standards Act (British Columbia) and the similar laws of any other province or territory of Canada, as in effect from time to time or at any time.

“Pension Event” shall mean: (i) the existence of any unfunded liability or windup or withdrawal liability, including contingent withdrawal or windup liability, or any solvency deficiency in respect of any Plan; (ii) the whole or partial termination or windup of any Plan or occurrence of any act, event or circumstance which could give rise to the whole or partial termination or windup of any Plan; (iii) the failure to make any contribution or remittance in respect of any Plan when due; (iv) the failure to file any report, actuarial valuation, return, statement or other document, when due, in respect of any Plan; (v) the existence of any Lien except in respect of current contribution amounts not due in connection with any Plan; or (vi) the establishment or commencement to contribute to any Plan not in existence on the date thereof.

“Permitted Encumbrances” shall mean (provided same shall not constitute any agreement by Lender to subordinate any of its Liens to same) the following encumbrances:

(a) any Lien created by, or arising under a statute or regulation or common law (in contrast with Liens voluntarily granted) in connection with, without limiting the foregoing, workers’ compensation, employment insurance, employers’ health tax or other social security or statutory obligations that secure amounts that are not yet due or which are being contested in good faith by proper proceedings diligently pursued and as to which adequate reserves have been established on the applicable Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;

(b) Liens made or incurred in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the borrowing of money), leases, statutory obligations or surety and performance bonds;

(c) any construction, workers’, materialmen’s or other like Lien created by law (in contrast with Liens voluntarily granted), arising in connection with construction or maintenance in the ordinary course of business, in respect of obligations which are not due or which are being contested in good faith by proper proceedings diligently pursued and as to which adequate reserves have been established on any Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;

(d) any Lien for Taxes not due or being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves have been established on the applicable Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;

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(e) minor imperfections in title on real property that do not materially detract from the value of the real property subject thereto and do not materially impair any Credit Parties’ ability to carry on its business or Xxxxxx’s rights and remedies under the Loan Documents;

(f) restrictions, easements, rights-of-way, servitudes or other similar rights in land (including rights-of-way, and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other Persons which in the aggregate do not materially impair the usefulness, in the operation of the business of any Credit Party, of the real property subject to the restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons and, in each case, which do not impair the use and operation of the business by the Credit Party or Xxxxxx’s rights and remedies under the Loan Documents;

(g) the rights reserved to or vested in any Person by the terms of any lease, licence, franchise, grant or permit held by any Credit Party or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(h) the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown;

(i) restrictive covenants affecting the use to which real property may be put, provided that the covenants are complied with and do not materially detract from the value of the real property concerned or materially impair its use in the operations of any Credit Party or impair Xxxxxx’s rights and remedies under the Loan Documents;

(j) Liens in favour of Xxxxxx created by the Loan Documents;

(k) Liens disclosed in Disclosure Schedule (5.2(e)) but only to the extent such Liens conform to their description in Disclosure Schedule (5.2(e)), and includes any extension or renewal thereof provided the amount secured thereby does not exceed the original amount secured immediately prior to the extension, renewal or refinancing and the scope of security creating the Lien is not extended;

(l) Purchase Money Liens securing Purchase Money Indebtedness to the extent permitted under Section 5.2(b)(vi);

(m) Liens in favour of EDC in connection with a term equipment facility up to a maximum amount of U.S.$9,000,000, plus interest, to be advanced by EDC to Borrower following the Closing Date, provided Lender and EDC have entered into an intercreditor agreement in form and substance satisfactory to Lender, acting reasonably, prior to the date of any such advance or Lien;

(n) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Person, provided that such Liens do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person or impair Lender’s rights and remedies under the Loan Documents;

(o) servicing agreements, development agreements, site plan agreements, and other agreements with governmental entities pertaining to the use or development of any of the assets of the Person, provided same are complied with and do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person including, without limitation, any obligations to deliver letters of credit and other security as required or impair Lender’s rights and remedies under the Loan Documents; and

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(p) applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person or impair Xxxxxx’s rights and remedies under the Loan Documents.

“Person” shall mean any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, legal person, institution, public benefit corporation, entity or government (whether federal, provincial, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof), and shall include such Person’s successors and assigns.

“Plan” shall mean any employee pension benefit plan which Borrower sponsors or maintains or to which it makes or is making or is required to make contributions, and includes any pension or benefit plan regulated by the FICOM or similar authority or otherwise subject to the PBSA.

“PPSA” shall mean the Personal Property Security Act (or any successor statutes) as the same may, from time to time, be in effect in the Province of British Columbia; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender’s security interest in any Collateral is governed by the Personal Property Security Act as in effect in a jurisdiction other than the Province of British Columbia, the term “PPSA” shall mean the Personal Property Security Act or a similar act or statute as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Prepaid Deposit” shall mean any initial deposit paid by Borrower to the Truck Manufacturer with respect to the manufacture of EV Truck Inventory pursuant to an agreement among Borrower and the Truck Manufacturer in respect thereof, in a maximum amount equal to fifty percent (50%) of the value of any such EV Truck Inventory, or any other deposit payments approved by Lender in its sole discretion.

“Prepayment Fee” shall have the meaning assigned to it in Schedule E.

“Proceeds” shall mean “proceeds,” as such term is defined in the PPSA and, in any event, includes whatever is received or receivable upon the sale, exchange, collection or other disposition of the Collateral and, in any event shall include: (i) any and all proceeds of any insurance, indemnity, warranty or guarantee payable to Borrower or any other Credit Party from time to time with respect to any Collateral; (ii) any and all payments (in any form whatsoever) made or due and payable to Borrower or any other Credit Party from time to time in connection with any requisition, confiscation, expropriation, seizure or forfeiture of any Collateral by any governmental body, authority, bureau or agency (or any person acting under colour of governmental authority); (iii) any claim of Borrower or any other Credit Party against third parties (a) for past, present or future infringement of any Intellectual Property or (b) for past, present or future infringement or dilution of any Trademark or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License; (i) any recoveries by Borrower or any other Credit Party against third parties with respect to any litigation or dispute concerning any Collateral; and (ii) any and all other amounts from time to time paid or payable under or in connection with any Collateral, upon disposition or otherwise.

“Projections” shall mean the projected consolidated and, when requested, consolidating, income statement, balance sheet, and statement of cash flows of Borrower and its Subsidiaries for any future period, including forecasted Capital Expenditures, Net Operating Loan Borrowing Availability and Net Contract Revolver Borrowing Availability.

“Purchase Money Indebtedness” shall mean: (i) any Indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset; (ii) any Indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset; and (iii) any renewals, extensions or refinancings thereof (but not any increases in the principal amounts thereof outstanding at that time).

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“Purchase Money Lien” shall mean any Lien upon any fixed assets which secures the Purchase Money Indebtedness related thereto but only if such Lien shall at all times be confined solely to the asset the purchase price of which was financed or refinanced through the incurrence of the Purchase Money Indebtedness secured by such Lien and only if such Lien secures only such Purchase Money Indebtedness.

“Purchase Orders” shall mean all executed and enforceable domestic or international purchase orders among Borrower and the applicable counterparties thereto or customers in respect thereof, pursuant to which any such counterparties or customers have agreed, and have a legally binding obligation, to purchase, as purchasers, from Borrower, as seller, the EV Truck Inventory in respect of which Borrower has paid or will pay Eligible Pre-Shipment Costs.

“RBP” shall mean, at any time, the rate of interest per annum equal to the rate which the principal office of Royal Bank of Canada in Toronto, Ontario quotes, publishes and refers to as its “prime rate” and which is its reference rate of interest for loans in Canadian Dollars to its borrowers in Canada, adjusted automatically with each quoted or published change in such rate, all without the necessity of any notice to Borrower or any other Person.

“RBSL” shall have the meaning assigned to it in Section 1.15(b).

“RBUSBR” and “Royal Bank U.S. Base Prime Rate” shall mean, for any day, a rate per annum equal to the greatest of (i) the annual rate of interest announced by Lender from time to time as being its reference rate in effect for determining interest rates on US Dollar commercial loans made by Lender in Canada, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (iii) Adjusted Term SOFR for a one-month tenor in effect for such day plus 1.00%; provided that to the extent such highest rate as calculated above shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein. Any change in RBUSBR due to a change in RBP, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective on the opening of business on the day specified in the public announcement of such change in RBP, the Federal Funds Effective Rate or Adjusted Term SOFR, respectively.

“Real Property” shall have the meaning assigned to it in Section 3.15.

“Release” shall mean, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials in the indoor or outdoor environment by such Person, including the movement of Hazardous Materials through or in the air, soil, surface water, ground water or property.

“Relevant Governmental Body” shall mean (a) with respect to Term XXXXX and any Replacement Benchmark in respect thereof, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto; and (b) with respect to Term SOFR and any Replacement Benchmark in respect thereof, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Requirement of Law” shall mean as to any Person, the certificate or articles of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, judgment, declaration, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Payment” shall mean: (i) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets on or in respect of Borrower’s or any other Corporate Credit Party’s Shares; (ii) any payment or distribution made in respect of any subordinated Indebtedness of Borrower or any other Corporate Credit Party in violation of any subordination or other agreement made in favour of Lender, but subject in all cases to the subordination, priority or intercreditor agreement with Lender; (iii) any payment on account of the purchase, redemption, defeasance or other retirement of Borrower’s or any other Corporate Credit Party’s Shares or Indebtedness or any other payment, voluntary prepayment or distribution made in respect thereof, either directly or indirectly other than: (a) that arising under this Agreement, or (b) interest and principal, when due without acceleration or modification of the amortization as in effect on the Closing Date, under Indebtedness (not including subordinated Indebtedness, payments of which shall be permitted only in accordance with the terms of the relevant subordination, priority or intercreditor agreement made in favour of Lender) described in Disclosure Schedule (5.2(b)) or otherwise permitted under Section 5.2(b)(vi); or (i) any payment, loan, contribution, or other transfer of funds or other property to any Shareholder of such Person which is not expressly and specifically permitted in this Agreement; provided, that no payment to Lender shall constitute a Restricted Payment.

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“Revolving Credit Advance” shall have the meaning assigned to it in Section 1.1(a).

“Revolving Credit Loan” shall mean at any time the sum of: (i) the aggregate amount of Revolving Credit Advances then outstanding in respect of the Operating Loan; (ii) the total Letter of Credit Obligations incurred by Xxxxxx and outstanding at such time other than EDC Guaranteed Letter of Credit Obligations; and (iii) the amount of accrued but unpaid interest thereon and applicable Letter of Credit Fees with respect thereto.

“Revolving Credit Rate” shall have the meaning assigned to it in Section 1.5.

“Shareholder” shall mean each holder of Shares of Borrower or any other Corporate Credit Party.

“Shares” shall mean all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common shares, preferred shares, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934) or “security” (as defined in the Securities Act (British Columbia) or any other applicable Canadian provincial legislation or regulations thereunder).

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” shall mean the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” shall mean a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to paragraph (iii) of the definition of “RBUSBR”.

“Stated Expiry Date” shall mean, unless extended to a later date in the sole, unfettered discretion of Lender following a written request by Xxxxxxxx (and subject to an extension fee), February 16, 2024.

“Subsidiary” shall mean, with respect to any Person: (i) any corporation of which an aggregate of more than 50% of the outstanding Shares having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Shares of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of 50% or more of such Shares whether by proxy, agreement, operation of law or otherwise; and (ii) any partnership or limited liability company in which such Person or one or more Subsidiaries of such Person has an equity interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or manager or may exercise the powers of a general partner or manager.

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“Taxes” shall mean taxes (including goods and services taxes and applicable sales taxes), duties, levies, imposts, deductions, Charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Lender.

“Term XXXXX” shall mean for the applicable corresponding tenor, the forward-looking term rate based on XXXXX that has been selected or recommended by the Relevant Governmental Body, and that is published by an authorized benchmark administrator and is displayed on a screen or other information service, as identified or selected by the Lender in its reasonable discretion at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Lender in its reasonable discretion in a manner substantially consistent with market practice.

“Term XXXXX Notice” means the notification by the Lender to the Borrower of the occurrence of a Term XXXXX Transition Event.

“Term XXXXX Transition Date” means, in the case of a Term XXXXX Transition Event, the date that is set forth in the Term XXXXX Notice provided to the Borrower, for the replacement of the then-current Benchmark with the Benchmark Replacement described paragraph (a)(i)(A) of such definition, which date shall be at least thirty (30) Business Days from the date of the Term XXXXX Notice.

“Term XXXXX Transition Event” means the determination by the Lender that (a) Term XXXXX has been recommended for use by the Relevant Governmental Body, and is determinable for any Available Tenor, (b) the administration of Term XXXXX is administratively feasible for the Lender and (c) a Benchmark Replacement, other than Term XXXXX, has replaced CDOR in accordance with Section 1.15(b).

“Term SOFR” means, for any Interest Period for a SOFR Loan, the greater of (a) the Term SOFR Reference Rate (rounded upward to the next one-sixteenth (1/16^th) of one percent (0.0625%), if necessary) for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and (b) the Floor; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Adjustment” means, with respect to Term SOFR, 0.10% (10 basis points) for an Interest Period of one-month’s duration and 0.15% (15 basis points) for an Interest Period of three-month’s duration.

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

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Date” shall mean the date on which the indefeasible payment in full of the Obligations has occurred and Lender has no further obligation to advance funds, issue Letters of Credit or otherwise extend or continue any credit hereunder (whether due to the Stated Expiry Date or otherwise pursuant to the terms hereof).

“Trademark License” shall mean rights under any written agreement now owned or hereafter acquired by any Person granting any right to use any Trademark or Trademark registration.

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“Trademarks” shall mean all of the following now owned or hereafter acquired by any Person: (i) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, Canada, any Province, State or Territory thereof, or any other country or any political subdivision thereof; and (ii) all reissues, extensions or renewals thereof.

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“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unused Line Fee” shall have the meaning assigned to it in Schedule E.

“U.S. Dollars” or “U.S.$” shall mean the lawful currency of the United States of America.

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

“Visa Facility” shall have the meaning assigned to it in Schedule H.

“Visa Facility Agreements” shall have the meaning assigned to it in Schedule H.

“Visa Limit” shall have the meaning assigned to it in Schedule H.

“Visa Reserve” shall have the meaning assigned to it in Schedule H.

Any accounting term used in this Agreement or the other Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such term in accordance with IFRS, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with IFRS consistently applied; provided, that all financial covenants and calculations in the Loan Documents shall be made in accordance with IFRS as in effect on the Closing Date unless Borrower and Lender shall otherwise specifically agree in writing. That certain items or computations are explicitly modified by the phrase “in accordance with IFRS” shall in no way be construed to limit the foregoing. All other undefined terms contained in this Agreement or the other Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the PPSA. The words “herein,” “hereof” and “hereunder” or other words of similar import refer to this Agreement as a whole, including the exhibits and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement.

For purposes of this Agreement and the other Loan Documents, the following additional rules of construction shall apply, unless specifically indicated to the contrary: (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural; (b) the term “or” is not exclusive; (c) the term “including” (or any form thereof) shall not be limiting or exclusive; (d) all references to statutes, acts and related regulations shall include any amendments of same and any successor statutes and regulations; (e) all references to any instruments or agreements, including references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof; (f) the specification of any Lien as a Permitted Encumbrance shall not constitute any postponement or subordination (or agreement to do so) of Lender’s Liens; and (g) all references to “$” dollars or amounts of currency shall unless otherwise expressly provided mean lawful currency of Canada.

The Credit Parties confirm and agree that for purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec: (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” and “mortgage” shall be deemed to include a “hypothec”; (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 Québec; (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to 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; and (j) an “agent” shall be deemed to include a “mandatary”

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