Third Waiver And Sample Contracts

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THIRD WAIVER AND SECOND AMENDMENT TO AGREEMENT
Third Waiver And • February 26th, 2010 • Firstservice Corp • Real estate • Ontario

Reference is made to the Fifth Amended and Restated Credit Agreement dated as of September 6, 2007 by and among, amongst others, FirstService Corporation, as Canadian Borrower, FirstService (USA), Inc. and FirstService Delaware, LP, as U.S. Borrowers (together with the Canadian Borrower, the “Borrowers”), the Wholly-Owned Subsidiaries named on the execution pages thereof, as Unlimited Guarantors, the banks named on the execution pages thereof, as Lenders (the “Lenders”), TD Securities, as Lead Arranger and Bookrunner, The Toronto-Dominion Bank, as Collateral Agent (the “Collateral Agent”) and Canadian Administration Agent and Toronto Dominion (Texas) LLC, as U.S. Administration Agent, as amended and as the same may be amended, supplemented, revised, restated or replaced from time to time, (the “Agreement”).

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