Fifth Amended and Restated Credit Agreement dated and effective October 30, 2009, among SunOpta Inc. and certain of its affiliates as Borrowers, Bank of Montreal, as Agent, and various Lenders identified therein

Certain of the parties hereto, including without limitation, SunOpta, LP, SunOpta Food Group, BMO, Rabobank, Rabobank US, Manulife, Hancock, Hancock USA, Sun Life and the Agent, are parties to a fourth amended and restated credit agreement dated as of July 4, 2007, as extended, amended and waived in part, as applicable, by a waiver agreement dated as of April 30, 2008, an extension agreement dated as of June 25, 2008, a second waiver and amending agreement dated as of July 11, 2008 and a third waiver and amending agreement dated as of April 30, 2009 (collectively, the "Original Agreement").

Harris N.A. in its capacity as U.S. administrative agent, U.S. security agent and lender under the Original Agreement (the "Other Original Lender") has assigned all of its respective rights and obligations thereunder to one or more of the Agent and the Lenders party hereto.

SunOpta and its various Subsidiaries desire to amend and restate the Original Agreement in its entirety in order to incorporate, among other things, certain amendments to the nature of the credit facilities provided for thereunder and certain other provisions set out herein.

The Lenders, the Agent, the Borrowers and the Obligors wish to make amendments to and restate the terms of the Original Agreement in its entirety in accordance with the terms and conditions set forth herein.

all debts and liabilities of the Person for borrowed money;

all Contingent Obligations of the Person;

any obligation, contingent or other, which is required to be classified in accordance with GAAP upon the Person's balance sheet as a liability;

any obligation secured by any Lien existing on property owned or acquired by the Person subject to the Lien whether or not the obligation secured thereby shall have been assumed;

any debt or liability of the Person representing the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement even though the rights and remedies of the seller under that agreement in the event of default are limited to repossession or sale of property or assets covered thereby;

any liabilities, contingent, unmatured or other, under indemnities given in respect of any bankers' acceptance, letter of credit or letter of guarantee;

any operating lease under which the Person has furnished a residual value guarantee in respect of which the Person is liable as lessee; and

any Capital Lease by which the Person is bound.

BA = the face amount of the Bankers' Acceptance

DR = the Discount Rate applicable to the Bankers' Acceptance expressed as a decimal

CP = the applicable Contract Period in days

the product of [(DRxCP)/365] is rounded up or down to the fifth decimal place and .000005 is rounded up

decrease such net income for any:

extraordinary, non-recurring or unusual gains or income (provided, however, that SunOpta shall require the prior written consent of the Majority Lenders before effecting an adjustment of the nature contemplated by this clause);

gain from the disposition of Fixed Assets;

increase such net income for any:

Interest Expense;

Excluded Fees;

Taxes;

depreciation or amortization expense;

losses from the disposition of Fixed Assets;

extraordinary, non-recurring or unusual losses or expenses (provided, however, that SunOpta shall require the prior written consent of the Majority Lenders before effecting an adjustment of the nature contemplated by this clause);

unrealized losses pursuant to Hedge Agreements;

expenses incurred by the Consolidated Borrower with respect to any one- time restructuring events, including severance and termination pay expense (provided, however, that SunOpta shall require the prior written consent of the Majority Lenders before effecting an adjustment of the nature contemplated by this clause);

asset impairments and write-downs;

non-cash stock compensation expense; or

cash proceeds, not in excess of US$1,000,000 during any rolling twelve fiscal month period, from the issuance of shares in connection with the employee share purchase program,

it arises out of a sale made by the relevant Obligor to an Affiliate of the relevant Obligor or to a Person controlled by an Affiliate of the relevant Obligor;

it is due or unpaid more than 90 days after the original invoice date;

it is unpaid more than 60 days after the invoice due date;

it is owing from an account debtor or any Affiliate thereof who, together, are obligated on Account Receivables owed to any Obligor and more than 25% of the aggregate unpaid balance of which have been past due for longer than the relevant periods specified in (b) or (c) above unless the Agent has approved in writing the continued eligibility thereof;

its inclusion as an Eligible Account Receivable would cause the total Eligible Accounts Receivables owing from any one account debtor and its Affiliates to exceed 15% of all Eligible Accounts Receivable;

any covenant, representation or warranty by an Obligor contained in this Agreement or any Document with respect to such Account Receivable has been breached and such breach continues;

the account debtor is also the relevant Obligor's creditor or supplier, or the account debtor has disputed liability, or the account debtor has made any claim with respect to any other Account Receivable due from such account debtor to the relevant Obligor, or the Account Receivable otherwise is or may become subject to any right of setoff by the account debtor and such account debtor has claimed such right of setoff;

any one or more of the following events has occurred and is continuing with respect to the account debtor on such account: (i) death or judicial declaration of incompetency of an account debtor who is an individual; (ii) the filing by or against the account debtor of a proposal, notice of intent to file a proposal, proceeding, action or petition for liquidation, insolvency, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, restructuring, liquidation, winding-up or similar laws of Canada, any province or territory thereof, or any foreign jurisdiction, now or hereafter in effect; (iii) the making of a general assignment by the account debtor for the benefit of creditors; (iv) the appointment of a receiver, trustee, monitor, custodian, liquidator, administrator, interim receiver, monitor or trustee or other similar official for the account debtor or for any of the assets of the account debtor, including a "trustee" under the Bankruptcy and Insolvency Act (Canada); (v) the institution by or against the account debtor of any other type of insolvency, liquidation, bankruptcy, winding-up or insolvency reorganization proceeding against the account debtor (under the laws of Canada, the United States of America or otherwise, including without limitation the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and the United States Bankruptcy Code) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the account debtor; (vi) the sale, assignment, or transfer of all or substantially all of the assets of the account debtor; (vii) the nonpayment generally by the account debtor of its debts as they become due; (viii) the failure, cessation of the business of the account debtor as a going concern or insolvency of the account debtor; or (ix) the account debtor calling a meeting of its creditors or indicating its consent to any proceeding or action against it hereinabove described;

the sale giving rise to the Account Receivable is to an account debtor which is incorporated or otherwise formed or created outside Canada or the United States of America, or is to an account debtor whose chief executive office is located outside Canada or the United States, or is to an account debtor which issues, routes or arranges for payment of an Account Receivable from a location outside Canada or the United States, unless the sale is on letter of credit, guarantee or acceptance terms, in each case acceptable to the Agent in its reasonable credit judgment, or unless the Account Receivable is an Insured Eligible Accounts Receivable;

the sale giving rise to the Accounts Receivable to the account debtor is on a bill-and-hold, pre-billing, guaranteed sale, sale-and-return, sale on approval, credit-in-prior, consignment or any other repurchase or return basis or is evidenced by an instrument, investment property or chattel paper unless the same has been endorsed and delivered to the Agent;

the Agent believes, in its sole reasonable credit judgment, that collection of such Account Receivable is insecure or doubtful or that such Account Receivable may not be paid by reason of the account debtor's financial inability to pay and written notice thereof has been provided to the Borrower;

the account debtor is a Governmental Authority;

the goods giving rise to such Account Receivable have not been delivered to the customer, or title to the goods giving rise to such Account Receivable has not passed to the customer, or the services giving rise to such Account Receivable have not been performed by the Obligor or the Account Receivable otherwise does not represent a final sale;

any Account Receivable to the extent rebilled or to the extent reduced by any credit notes, allowances, or rebates, including volume rebates;

the Account Receivable is subject to any offset, deduction (other than ordinary course volume rebates deducted as provided in paragraph (n) above), defence, Dispute, contra account or counterclaim claimed by the account debtor or if the Account Receivable is contingent in any respect or for any reason;

the relevant Obligor has made any agreement with any account debtor for any extension of the time for payment or any deduction from payment, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

shipment of the merchandise or the rendition of services has not been completed or the Account Receivable otherwise represents a progress billing or the account debtor's obligation to pay is otherwise conditional upon completion of any further performance under any contract, agreement or arrangement;

any return, rejection or repossession of the applicable Inventory has occurred;

such Account Receivable is subject to a Lien ranking in priority to the Liens granted to the Agent on behalf of the Lenders under the Security Documents (except Permitted Liens);

such Account Receivable is not payable to the applicable Obligor; or

such Account Receivable is not otherwise satisfactory to the Agent as determined in good faith by the Agent in the exercise of its reasonable credit judgment upon written notice being provided to the Borrower.

Inventory that does not meet the quality or other standards imposed by any Governmental Authorities;

Inventory that is unsaleable, slow moving, in-transit, damaged, obsolete, packaging, rental in nature, used or otherwise not of good and merchantable quality, or that otherwise has defects which might adversely affect the market value thereof;

Inventory that is held on consignment or rental for another Person, or is subject to any deposit or down payment;

Inventory that constitutes returned or repossessed goods;

Inventory that is subject to any Lien (including without limitation any grower, farmer or similar Lien) ranking or capable of ranking in priority to the Liens granted to the Agent on behalf of the Lenders under the Security Documents;

Inventory in respect of, which any covenant, representation of warranty by an Obligor contained in this Agreement or any Document with respect to such Inventory has been breached and such breach continues;

Inventory that is not in the possession of the relevant Obligor either on premises owned by the relevant Obligor or, subject to the following, in respect of which the Agent has not received a waiver of the Landlords' rights or warehouseman's rights in respect of such Inventory in form and substance satisfactory to the Agent;

Inventory located outside Canada or the United States, other than Inventory for which title has passed to the relevant Obligor which is insured to the full value thereof and for which the Agent shall have in its possession (i) all negotiable bills of lading properly endorsed in favour of the Agent and (ii) all non-negotiable bills of lading issued in the Agent's name;

Inventory that is subject to any warehouse receipt or negotiable document;

Inventory that is subject to a license or other arrangement that restricts an Obligor's or the Agent's right to dispose of such Inventory, unless the Agent has received an appropriate waiver or consent to sub-license in form and substance satisfactory to the Agent;

Inventory located outside Canada or the United States that has not been consigned to the Agent on terms and conditions satisfactory to the Agent, to the extent that a Letter of Credit or Letter of Guarantee has been issued in respect of such Inventory, and

any other Inventory deemed ineligible by the Agent in its sole discretion, acting reasonably.

in respect of Facility A, the excess, if any, of (i) the greater of (A) the Facility A Commitment and (B) the Facility A Borrowing Base, less (ii) the aggregate Canadian Dollar Amount of all outstanding Advances under Facility A (and for greater certainty, for purposes of this definition, Swing A Loans in an amount equal to the Swing Line A Sublimit shall be deemed outstanding Advances under Facility A at all times) as of the close of business on such date; and

in respect of Facility B the excess, if any, of (i) the greater of (A) the Facility B Commitment and (B) the Facility B Borrowing Base, less (ii) the aggregate US Dollar Amount of all outstanding Advances under Facility B (and for greater certainty, for purposes of this definition, Swing B Loans in an amount equal to the Swing Line B Limit shall be deemed outstanding Advances under Facility B at all times) as of the close of business on such date;

85% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the face amount of Eligible Accounts Receivable in respect of SunOpta (and all Canadian divisions thereof including, Kettle Valley Dried Fruit, SunOpta Organics and Canadian Food Distribution Group), Drive and Marathon; plus

90% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the face amount of Insured Eligible Accounts Receivable in respect of SunOpta (and all Canadian divisions thereof including Kettle Valley Dried Fruit, SunOpta Organics and Canadian Food Distribution Group), Drive and Marathon; plus

the lesser of (i) 70% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the cost (computed using an average cost method of inventory costing applied by the applicable Obligor in accordance with GAAP) of raw materials and finished goods Eligible Inventory at such time in respect of SunOpta (and all Canadian divisions thereof including, Kettle Valley Dried Fruit, SunOpta Organics and Canadian Food Distribution Group), Drive and Marathon, and (ii) 85% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the Net Orderly Liquidation Value of Eligible Inventory;

85% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the face amount of Eligible Accounts Receivable in respect of SunOpta Food Group, SunOpta Fruit, Sunrich, Aseptic, SunOpta Ingredients and Global, plus

90% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the face amount of Insured Eligible Accounts Receivable in respect of SunOpta Food Group, SunOpta Fruit, Sunrich, Aseptic, SunOpta Ingredients and Global, plus

the lesser of (i) 70% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the cost (computed using an average cost method of inventory costing applied by the applicable Obligor in accordance with GAAP) of raw materials and finished goods Eligible Inventory at such time in respect of SunOpta Food Group, SunOpta Fruit, Sunrich, Aseptic, SunOpta Ingredients and Global, and (ii) 85% (or such lesser percentage as the Agent may determine from time to time pursuant to the provisions of this Agreement) of the Net Orderly Liquidation Value of Eligible Inventory time in respect of SunOpta Food Group, SunOpta Fruit, Sunrich, Aseptic, SunOpta Ingredients and Global;

all debts and liabilities for borrowed money including the Obligations;

all debts or liabilities (including without limitation any earn-out amount payable by the Consolidated Borrower in connection with any agreement once the quantum of such earn-out payment is determined) representing the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement even though the rights and remedies of the seller under that agreement in the event of default are limited to repossession or sale of property or assets covered thereby;

all liabilities, contingent, unmatured or other, under indemnities given in respect of any bankers' acceptance, letter of credit or letter of guarantee;

all operating leases under which a residual value guarantee or the equivalent has been furnished;

all Capital Leases; and

the net mark-to-market amount of all liabilities under Swap Transactions entered into by the Consolidated Borrower with any Person,

in respect of personal property:

Liens arising under the Documents or intended to be created pursuant to this Agreement or any Security Document;

Liens for Taxes against personal property (A) which are not delinquent or remain payable without penalty or which are being contested in good faith in accordance with Section 9.1(j) by appropriate proceedings and (B) for which appropriate reserves have been taken in accordance with GAAP, provided that, in respect of this clause (ii), all such Liens secure claims in the aggregate at any time outstanding for the Obligors not exceeding $100,000, excluding any such Lien where there is any material risk that enforcement proceedings in respect thereof will result in the seizure or sale of the relevant property or assets;

carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

Liens (other than any Lien imposed in respect of a Canadian Pension Plan) consisting of pledges or deposits required in the ordinary course of business in connection with workplace safety insurance, employment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

Purchase Money Liens securing indebtedness not in excess of $500,000 in the aggregate;

Liens arising in respect of indebtedness between any of the Obligors provided that such indebtedness is assigned or charged to the Agent on behalf of the Lenders;

existing Liens arising in respect of Existing Obligors' Debt;

any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

Liens charging cash collateral of up to US$2,000,000 in the aggregate granted to an issuer or issuers of letters of credit or letters of guarantee issued at an Obligor's request;

Liens, if any, in favour of the Hedge Lender, the L/C Lender and/or the Swingline Lender to cash collateralize or otherwise secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder;

Liens disclosed in Schedule BB hereto; and

statutory Liens which secure payment of amounts not in arrears; and

in respect of real property (whether leased or owned):

permits, licenses, agreements, restrictions, easements, rights-of-way and other similar interests in land (including permits, licenses, agreements, restrictions, easements and rights-of-way for sidewalks, public ways, sewers, drains, gas steam and water mains, utilities, telephone and telegraph conduits, poles, wires and cables) which will not materially impair the use or the value of the real property and improvements thereon;

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

Liens for Taxes against real property which are not delinquent or remain payable without penalty or which are being contested in good faith in accordance with Section 9.1(j) by appropriate proceedings and for which appropriate reserves have been taken in accordance with GAAP, provided that, in respect of this clause (iii), all such Liens secure claims in the aggregate at any time outstanding for the Obligors not exceeding $100,000, excluding any such Lien where there is any material risk that enforcement proceedings in respect thereof will result in the seizure or sale of the relevant property or assets;

the Liens of the Security Documents created or intended to be created pursuant to this Agreement or any Security Document;

Corporate Status. It (i) is a duly organized and validly existing corporation or partnership or other entity, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage, and (iii) is duly qualified as a foreign corporation or partnership or other entity or an extra-provincial corporation or partnership or other entity and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualification.

Power and Authority. It has the power to execute, deliver and perform the terms and provisions of each of the Documents signed by it and has taken all necessary action to authorize the execution, delivery and performance by it of each of such Documents signed by it. It has duly executed and delivered each of the Documents signed by it, and each such Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, reorganization, moratorium or similar laws affecting creditors' generally, (ii) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (iii) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments.

No Violation. Neither the execution, delivery or performance by it of the Documents signed by it, nor compliance by it with the terms and provisions thereof, (i) will contravene any Applicable Law, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of its property or assets pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement, contract or instrument to which it is a party or by which it or any of its property or assets is bound or to which it may be subject, or (iii) will violate any provision of its constating documents.

Business and Operations. Its business and operations and locations of its business and operations (including the location of its chief executive office) are accurately described in Schedule C.

Governmental Approvals. Except as set forth in Schedule D, no order, consent, certificate, approval, permit, license, authorization or validation of, or filing, recording or registration with or exemption by (except as have been obtained or made prior to the date hereof or exist and are in full force and effect) any Person (including any Governmental Authority), is required to authorize, or is required in connection with (i) the execution, delivery and performance by it of any Document, or (ii) the legality, validity, binding effect or enforceability with respect to it of any such Document (other than the registration of Security Documents or financing statements with respect thereto).

Security Documents. The Security Documents create valid and enforceable Liens upon the Collateral on the terms set out therein, subject only to the terms of this Agreement and to Permitted Liens, and the Security Documents or financing statements with respect thereto have been registered or recorded in all places where registration and recording is necessary to protect the charges and security interests created therein.

Title to Collateral. It has good and marketable title to all Collateral free and clear of all Liens except Permitted Liens.

Financial Statements; Financial Condition; Undisclosed Liabilities.

The consolidated financial statements submitted to the Lenders for the period ended December 31, 2008 and each subsequent set of audited and internally prepared financial statements submitted to the Lenders present fairly (subject, in the case of interim internally prepared financial statements, to normal year end adjustments) the financial position of the Obligors, as at the date of said statements and the results of operations for the periods covered thereby and all such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. Since December 31, 2008 there has been no Material Adverse Change to any Obligor; and

Except as fully reflected in the financial statements and the notes related thereto described in Section 2.1(h)(i), there were no liabilities or obligations with respect to it of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to it. It does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully reflected in the financial statements and notes related thereto described in Section 2.1(h)(i) which, either individually or in the aggregate, would be material to it.

Litigation. Except as set forth on Schedule E, there are no actions, suits or proceedings pending or threatened (i) with respect to any Document or the transactions contemplated thereby, or (ii) that are reasonably likely to have a Material Adverse Effect on it.

True and Complete Disclosure. All factual information heretofore or contemporaneously furnished by or on behalf of it in writing to the Agent and/or the Lenders (including all information contained in the Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein, is true and accurate in all material respects on the date as of which such information is dated or certified and is not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided.

Tax Returns and Payments. Except as set forth in Schedule F, (i) it has filed or caused to be filed all Tax returns which are required to have been filed with respect to its five most recent tax years, and has paid all Taxes shown to be due and payable on those returns or any assessments made against it and all other Taxes, fees or other charges imposed on it by any Governmental Authority, other than those the amount of or validity of which is currently being contested in good faith by appropriate proceedings being diligently pursued, and with respect to which adequate reserves in conformity with GAAP have been provided in its books and of which the details have been provided to the Lender, and (ii) no Liens for Taxes have been filed and, to its knowledge, no claims are being asserted against it with respect to any Taxes.

Subsidiaries. It has no Subsidiaries other than those listed on Schedule G. Schedule G correctly sets forth, the percentage ownership (direct and indirect) of it in each class of shares of each of its Subsidiaries and also identifies the direct owner thereof and also identifies (other than in respect of publically held corporations) any other owner of shares or options of any of its Subsidiaries in circumstances where such other owner of shares or options owns (or would own if the relevant options were duly exercised) in excess of twenty percent (20%) of the outstanding equity of the relevant Subsidiary. Schedule G also appends a true and complete corporate chart of SunOpta and each of its Subsidiaries.

No Restrictions. There does not exist any encumbrance or restriction on its ability to (i) pay dividends or make any other distributions on its shares or any other interest or participation in its profits, or to pay any Debt owed by it, (ii) make loans or advances, or (iii) transfer any of its properties or assets, except, in each case, for such encumbrances or restrictions existing under or by reason of (i) Applicable Law, (ii) this Agreement or the other Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any of its leasehold interests, or (iv) customary provisions restricting the assignment of contracts, permits and/or licenses.

Compliance with Applicable Laws, etc. It (i) has obtained and is in compliance with all Governmental Approvals which are necessary for the conduct of its business as presently conducted and the use of its property and assets (both real and personal), each of which is in full force and effect, is a good, valid and subsisting approval which has not been surrendered, forfeited or become void or voidable and is unamended, except where non-compliance does not have a Material Adverse Effect, and (ii) is in compliance with all Applicable Laws, including Environmental Laws, except where non-compliance does not have a Material Adverse Effect.

Labour Matters. There are no strikes or other labour disputes against it that are pending or, to its best knowledge, threatened. All payment due from it on account of employee insurance of every kind and vacation pay have been paid or accrued as a liability on its books. It is in material compliance with the terms and conditions of all consulting agreements, management agreements and employment agreements, if any. There is no organizing activity involving it or, to its knowledge, threatened by any labour union or group of employees. No labour union or group of employees has made a pending demand for recognition. Except as set forth in Schedule H, there are no complaints or charges against it pending or threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by it.

Insurance. It maintains insurance in compliance with Section 9.1(b) and all premiums and other sums of money payable for that purpose have been paid.

Location of Collateral. All of the Collateral is located at the locations identified in Schedule I or is in transit to or from such locations, and its chief executive office is located at the location identified in Schedule I. In addition, and for greater certainty, locations where Collateral with a value normally in excess of US$50,000 is indicated with an asterisk (*) on Schedule I.

Intellectual Property. It has no material Intellectual Property other than the Intellectual Property listed in Schedule J.

Real Property.

All real property owned or leased by it and the nature of its interest (both registered and beneficial) therein, is correctly set forth on Schedule I. It has good and marketable title to all real property owned by it free and clear of all Liens other than Permitted Liens.

The real property owned or leased by it described in Schedule I has full, free and unobstructed access to and from adjoining public highways, streets and/or roads, and it has no knowledge of any existing fact or condition which could reasonably be expected to result in the amendment or termination of such access. All entrances/exits to such real property are permitted under Applicable Law and allow free and uninterrupted ingress and egress to public highways, streets and/or roads.

There are no outstanding work orders, notices of deficiency and/or notices of violation issued by any Governmental Authority affecting or pertaining in any respect to part or all of its real property, other than those received and addressed in the normal course of business and which, in the aggregate, would not have a Material Adverse Effect.

Environmental Matters.

It does not engage in any Environmental Activity which, if conducted improperly, could reasonably be expected to have a Material Adverse Effect on it or the value of its property and, except as disclosed in Schedule K, no material amount of Hazardous Substances are stored in or present in any form in or under any premises or lands owned, leased or operated, at any time by it and which, if Released, could reasonably be expected to have a Material Adverse Effect on it or the value of its property.

To its knowledge, there is no material amount of asbestos in any form present or suspected to be present at any premises owned leased or operated, at any time, by it.

It has a waste management program in compliance with Applicable Law to deal with Hazardous Substances generated in the ordinary course of business, including but not limited to waste generated by its production activities.

Representations and Warranties in Other Documents. All representations and warranties made by it in the Documents other than this Agreement are true and correct in all material respects as of the time as of which such representations and warranties were made.

Material Contracts. All of its Material Contracts and Material Licenses are listed on Schedule L and true and complete copies thereof have been provided to the Agent.

GST Matters. There are no arrears owed by any Obligor to Canada Revenue Agency for payment of goods and services tax.

Debt. It has, as of the Closing Date, no Debt or Subordinated Debt other than that listed in Schedule R and Schedule AA, respectively.

CERCLA. No portion of any Obligor's property has been listed, designated or identified in the National Priorities List or the CERCLA Information System both as published by the United States Environmental Protection Agency, or any similar list of sites published by any federal, state or local authority proposed for requiring clean up or remedial or corrective action under any requirements of Applicable Laws.

ERISA Plans. Each ERISA Plan has been maintained and is in compliance in all material respects with Applicable Laws including, without limitation, all requirements relating to employee participation, investment of funds, benefits and transactions with the Obligors and persons related to them. With respect to ERISA Plans: (a) no condition exists and no event or transaction has occurred with respect to any ERISA Plan that is reasonably likely to result in any Obligor, to the best of its knowledge, incurring any material liability, fine or penalty; and (b) no Obligor has a material contingent liability with respect to any post-retirement benefit under a US Welfare Plan. All contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made have been made in all material respects in accordance with all Applicable Laws and the terms of each ERISA Plan. Each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code either (a) has received a favourable determination letter from the Internal Revenue Service, (b) is or will be the subject of an application for a favourable determination letter, and no circumstances exist that has resulted or could reasonably be expected to result in the revocation or denial of any such determination letter, or (c) is entitled to rely on an appropriately updated prototype plan document that has received a national office determination letter and has not applied for a favourable determination letter of its own.

Not an Investment Company. No Obligor is an "investment company" or a company "controlled" by an "investment company" within the meaning of the

United States Investment Company Act of 1940, as amended or a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a holding company, or of a "subsidiary company" of a "holding company", within the meaning of the United States Public Utility Holding Company Act of 1935, as amended.

No Margin Stock. No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of any Advance shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System of the United States) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Schedules. The information contained in the Schedules attached hereto is true, correct and complete in all material respects.

Eligible Collateral. Without making any representation or warranty with respect to criterion involving the application of the Agent's or any Lender's judgement or discretion, each Account Receivable which is included as an Eligible Account Receivable on a Borrowing Base Certificate delivered by SunOpta or SunOpta Food Group to the Agent satisfies all the criteria for being an Eligible Account Receivable. Without making any representation or warranty with respect to criterion involving the application of the Agent's or any Lender's judgement or discretion, each item of Inventory which is included as Eligible Inventory on a Borrowing Base Certificate delivered by SunOpta or SunOpta Food Group to the Agent satisfies all the criteria for being Eligible Inventory.

Accounts Receivable. As of the time any Account Receivable becomes subject to any security interest or Lien in favour of the Agent, and when it becomes an Eligible Account Receivable shown as such on a Facility A Borrowing Base Certificate or a Facility B Borrowing Base Certificate, the applicable Obligor shall be deemed to have represented and warranted as to each and all of such Accounts Receivable:

that such Account Receivable is valid and subsisting and, if such Account Receivable is an account, arises out a bona fide sale of goods sold and delivered by the applicable Obligor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by it to, the account debtor named therein;

that no such Account Receivable is evidenced by any instrument or chattel paper unless such instrument or chattel paper has theretofore been endorsed by the owner thereof and delivered to the Agent (except to the extent the Agent specifically requests the owner thereof not to do so with respect to any such instrument or chattel paper);

that no surety bond was required or given at the Obligor's request in connection with such Account Receivable or the contracts or purchase orders out of which the same arose;

that the amount of the Account Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business if such Account Receivable is an account;

that the amount of such Account Receivable represented as owing is not subject to any Dispute other than those which are disclosed to the Agent in writing promptly upon the applicable Obligor becoming aware thereof; and

that such Account Receivable is not owing from any Governmental Authority.

Deemed Repetition.

Establishment of Credit Facilities.

in favour of SunOpta, a committed revolving credit facility ("Facility A") in the aggregate principal amount of up to $20,000,000 or the equivalent US Dollar Amount thereof;

in favour of SunOpta Food Group, a committed revolving credit facility ("Facility B") in the aggregate principal amount of up to US$80,000,000; and

in favour of LP, a committed non-revolving term credit facility ("Facility C") in the aggregate principal amount of up to US$45,000,000.

Availability of Credit Facilities.

Facility A. SunOpta may borrow, repay and reborrow or otherwise obtain an Advance under Facility A up to the lesser of the Facility A Borrowing Base and a maximum principal amount of $20,000,000 or the equivalent US Dollar Amount thereof.

Facility B. SunOpta Food Group may borrow, repay and reborrow or otherwise obtain an Advance under Facility B up to the lesser of the Facility B Borrowing Base and a maximum principal amount of US$80,000,000.

Facility C. LP has, in accordance with the provisions of the Original Agreement prior to the date hereof, borrowed by way of a single drawdown under Facility C a principal amount of US$45,000,000. As at the date hereof, a principal amount of US$45,000,000 remains outstanding under Facility C.

Reserves and Adjustments in respect of Facility A and Facility B. Notwithstanding any other provision of this Agreement to the contrary, the Agent acting reasonably shall have the right from time to time to establish reserves, and to adjust the amount of any existing reserve, against the amount which SunOpta and/or SunOpta Food Group may otherwise request under Facility A and/or Facility B. Such reserves shall be in such amounts and with respect to such matters as the Agent shall deem necessary or appropriate, including, without limitation, reserves in respect of dilution, reserves in respect of shortfalls in fixed asset and real property lending values and reserves in respect of amounts owing by any Obligor to holders of Liens that may have priority over the Liens of the Agent and/or the Lenders (regardless of whether such third party Liens are permitted hereunder). Without limiting the foregoing, the Borrowers acknowledge that, in addition to any other reserves that the Agent may establish on the date hereof or at any time and from time to time hereafter, and without limiting the right of the Agent to adjust the amount of any particular reserve, the Agent has established a reserve in respect of Facility B in respect of the market value of Fixed Assets as of the date hereof in the amount of US$22,000,000, which the Agent may continue to apply, adjust or remove in its discretion. The amount of such reserves shall be subtracted from the Facility A Borrowing Base and/or the Facility B Borrowing Base, as applicable, when calculating the amount of availability under Facility A and Facility B, respectively. Additionally, the Agent may from time to time reduce the percentages applicable to Eligible Accounts Receivable and Eligible Inventory as they relate to the Facility A Borrowing Base and/or the Facility B Borrowing Base or establish reserves against the amount of Facility A and/or Facility B which the Borrower may otherwise request hereunder in such amounts, and with respect to such matters, as the Agent shall deem necessary or appropriate based, if and to the extent so required by the Agent in its discretion, on independent appraisals done by a qualified appraiser and field examination reports acceptable to the Agent or other relevant information of which the Agent has knowledge. Without limiting the foregoing, all calculations of availability under Facility A or Facility B in any Borrowing Base Certificate delivered pursuant to this Agreement shall originally be made by the applicable Borrower, on behalf of the Obligors, and certified by the President or Chief Financial Officer of the applicable Borrower, provided that the Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections of Accounts Receivables received or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the reserves determined by the Agent.

Types of Advances. Subject to the provisions of this Agreement:

each Lender agrees to severally make its Commitment under Facility A available to SunOpta by way of Prime Loans, USBR Loans, Bankers' Acceptances, Letters of Credit, Letters of Guarantee, FEFCs or Purchase Options, provided however that the Swingline Lender may make available Swing A Loans to SunOpta up to the Swing Line A Sublimit;

each Lender agrees to severally make its Commitment under Facility B available to SunOpta Food Group by way of US Prime Rate Loans, Libor Loans, Letters of Credit, Letters of Guarantee, or Hedge Contracts (including FEFCs or Purchase Options), provided however that the Swingline Lender may make available to SunOpta Food Group advances by way of Swing B Loans up to the Swing Line B Sublimit; and

Term. Subject to the terms and conditions of this Agreement, each of Facility A and Facility B may be availed of by the applicable Borrower from time to time during the period from and including the date hereof to but not including the Maturity Date with respect to Facility A and Facility B (or, in the case of Hedge Agreements, the expiry dates referred to in Section 3.11(b)), at which time the Commitment of each of the applicable Lenders under Facility A and Facility B shall terminate.

Obligations of the Lenders.

Rateable Portion. Subject to the terms and conditions of this Agreement, each Lender under each relevant Credit Facility agrees to make available its Rateable Portion of each Advance (other than the issue of Letters of Credit, Letters of Guarantee or Hedge Agreements) to the Borrower. No Lender shall be responsible for a Commitment of any other Lender. The failure of a Lender to make available an Advance in accordance with its obligations under this Agreement shall not release any other Lender from its obligations. Notwithstanding anything to the contrary in this Agreement, no Lender shall be obligated to make Advances available to the Borrower under any Credit Facility in excess of its Commitment under the Credit Facility.

Separate Obligation. The obligation of each Lender to make its Commitment available to the Borrower is a separate obligation between each Lender and the Borrower, and that obligation is not the several or joint and several obligation of any other Lender.

Revolving Nature of Facility A and Facility B.

Facility A. SunOpta may increase or reduce the amount of Advances outstanding under Facility A by borrowing, repaying and reborrowing Prime Loans, USBR Loans and Overdrafts, by causing the acceptance of Bankers' Acceptances and funding them at maturity, by causing the issue and re-issue of Letters of Credit or Letters of Guarantee from time to time, and by entering into FEFCs or Purchase Options;

Facility B. SunOpta Food Group may increase or reduce the amount of Advances outstanding under Facility B by borrowing, repaying and reborrowing US Prime Rate Loans, Libor Loans and Swing B Loans and by causing the issue and re- issue of Letters of Credit or Letters of Guarantee from time to time, and by entering into Hedge Contracts (including FEFCs and Purchase Options).

Purpose.

Facility A. The proceeds of Advances made under Facility A shall be used by SunOpta solely to provide for the ongoing general corporate and working capital purposes of SunOpta and its Canadian Subsidiaries and divisions or for lending to other Obligors.

Facility B. The proceeds of Advances made under Facility B shall be used by SunOpta Food Group solely to provide for the ongoing general corporate and working capital purposes of SunOpta Food Group and its Subsidiaries and divisions or for lending to other Obligors.

Facility C. The proceeds of the single Advance made by the Lenders under Facility C was used by LP primarily to indirectly refinance certain term indebtedness of LP.

General. Each Borrower acknowledges and agrees that the proceeds of the Credit Facilities shall be used for business purposes only.

Initial and Maximum Utilization.

Facility A. Notwithstanding any provision herein to the contrary, the aggregate Canadian Dollar Amount of the principal amount of all Advances outstanding under Facility A shall not at any time exceed the lesser of the Facility A Borrowing Base and the Total Commitment in respect of Facility A. For purposes of calculating the principal amount of outstanding Advances under Facility A at any time, (i) such amount outstanding under applicable Hedge Contracts issued under Facility A shall be deemed to be the Mark-to-Market Amount of such Hedge Contracts at that time, (ii) the amount of any outstanding Letter of Credit or Letter of Guarantee shall be deemed to be the maximum amount which could be drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings then outstanding with respect thereto, and (iii) Swing A Loans in an amount equal to the Swing Line A Sublimit shall be deemed outstanding Advances under Facility A at all times.

Facility B. Notwithstanding any provision herein to the contrary, the aggregate US Dollar Amount of the principal amount of all Advances outstanding under Facility B shall not at any time exceed the lesser of the Facility B Borrowing Base and the Total Commitment in respect of Facility B. For purposes of calculating the principal amount of outstanding Advances under Facility B at any time, (i) such amount outstanding under applicable Hedge Contracts issued under Facility B shall be deemed to be the Mark-to-Market Amount of such Hedge Contracts at that time, (ii) the amount of any outstanding Letter of Credit or Letter of Guarantee shall be deemed to be the maximum amount which could be drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings then outstanding with respect thereto, and (iii) Swing B Loans in an amount equal to the Swing Ling B Sublimit shall be deemed outstanding Advances under Facility B at all times.

Facility C. Only one Advance has been made available under Facility C. No further Advances are available under Facility C and the principal amount outstanding under Facility C as at the date hereof is US $45,000,000.

Borrowing Procedures – General.

Notice of Borrowing. All Advances, other than Advances by way of Overdraft, require the delivery of prior notice. To request an Advance, the applicable Borrower shall give to the Agent written notice substantially in the form attached as Schedule M, indicating the amount of the requested Advance, at or before the time set out below opposite the type of Advance that the applicable Borrower wishes to request:

Limits on Advances. Notwithstanding any other term of this Agreement, a Borrower shall not request an Advance under any Credit Facility if, on the day notice of the Advance is given pursuant to Section 3.7(a) or Sections 3.19(a) or (b), after giving effect to the Advance, (i) in the case of Facility A, the Canadian Dollar Amount of the principal amount of all Advances outstanding from the Lenders under Facility A would exceed the lesser of the then current Facility A Borrowing Base and the Total Commitment in respect of Facility A, (ii) in the case of Facility B, the US Dollar Amount of the principal amount of all Advances outstanding from the Lenders under Facility B would exceed the lesser of the then current Facility B Borrowing Base and the Total Commitment in respect of Facility B, or (iii) in the case of each of Facility A and Facility B, the Canadian Dollar Amount or US Dollar amount, as applicable, of the principal amount of all Advances outstanding from any Lender under such Credit Facility would exceed that Lender's Commitment under the Credit Facility. The Borrowers may not request further Advances under Facility C. No Advance under any Credit Facility (other than an Advance in respect of a Hedge Agreement) shall have a Contract Period that extends beyond the Maturity Date of that Credit Facility.

Lender or Agent Determination. Each determination, as applicable, by the L/C Lender and by the Agent of, as applicable, the Prime Rate, the US Base Rate, the US Prime Rate, the Treasury Rate, the CDOR Rate, an Acceptance Fee (at the applicable rate specified by this Agreement), an issuance fee (at the applicable rate specified by this Agreement) for a Letter of Credit or a Letter of Guarantee and LIBOR shall, in the absence of manifest error, be prima facie binding on the Borrowers and the Lenders.

Libor Loans.

Minimum Advance. Each Advance by way of Libor Loan shall be in a minimum aggregate amount of US$1,000,000 and larger whole multiples of US$100,000.

Term. Each Libor Loan shall have a Contract Period of one, two, three or six months (each month being a period of 30 days for purposes of this Section), subject to availability. No Contract Period of a Libor Loan shall extend beyond the applicable Maturity Date.

Rollover of Libor Loans. At least three Business Days before the expiry of the Contract Period of each Libor Loan, the Borrower shall notify the Agent by irrevocable telephone notice, followed by written confirmation on the same day in form and substance substantially in accordance with Schedule N, if it intends to:

enter into a new Contract Period with respect to the maturing Libor Loan, or

repay the maturing Libor Loan.

Bankers' Acceptances.

Minimum Advances. Each Advance by way of Bankers' Acceptance shall be in a minimum aggregate face amount of $500,000 and larger whole multiples of $100,000.

Term. Each Bankers' Acceptance shall have a Contract Period of not less than 10 days or such greater period in multiples of 10 days to a maximum of 180 days or a longer term, subject, in all cases, to availability. No Contract Period of a Bankers' Acceptance shall extend beyond the applicable Maturity Date.

Discount Rate. On each Drawdown Date on which Bankers' Acceptances are to be accepted, the Agent shall advise the Borrower as to the Agent's determination of the applicable Discount Rate for the Bankers' Acceptances which any of the Lenders have agreed to purchase.

Purchase. If the Lender purchases a Bankers' Acceptance accepted by it, the Borrower shall sell and the Lender shall purchase the Bankers' Acceptance at the applicable Discount Rate. The Lender shall provide to the applicable account as advised by the Agent from time to time the Discount Proceeds less the Acceptance Fee payable with respect to that Bankers' Acceptance.

Sale. Each Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers' Acceptances accepted and purchased by it.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers' Acceptances under this Agreement, the Borrowers shall, upon execution of this Agreement, if so requested by a Lender, and from time to time as required, provide to that Lender Bankers' Acceptances substantially in the form as may be acceptable to that Lender duly executed and endorsed in blank by the Borrower, in quantities sufficient for that Lender to fulfill its obligations under this Agreement or, if so requested by a Lender, provide to that Lender, with a copy to the Agent, a power of attorney substantially in the form of Schedule O executed by the Borrower in favour of that Lender authorizing that Lender to execute drafts in the form attached thereto. If Bankers' Acceptances have been provided to a Lender duly executed and endorsed in blank by the Borrower, that Lender is hereby authorized to issue Bankers' Acceptances endorsed in blank in face amounts as may be determined by the Borrower provided that the aggregate amount thereof is equal to the aggregate amount of Bankers' Acceptances required to be accepted by the Lender. No Lender shall be responsible or liable for its failure to accept a Bankers' Acceptance as required under this Agreement if the cause of the failure is, in whole or in part, due to the failure of the Borrower to provide to the Lender on a timely basis a sufficient number of duly executed Bankers' Acceptances or a duly executed power of attorney, as applicable, nor shall any Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any Bankers' Acceptance except a loss or improper use arising by reason of the gross negligence or wilful misconduct of the Lender or its employees.

Execution. Drafts drawn by a Borrower to be accepted as Bankers' Acceptances shall be signed by a duly authorized officer or officers of the Borrower or by its attorneys. Notwithstanding that any Person whose signature appears on any Bankers' Acceptance may no longer be an authorized signatory for the Borrower at the time of issuance of a Bankers' Acceptance, that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers' Acceptance so signed shall be binding on the Borrower.

Issuance. The Agent, promptly following receipt of a notice of Advance, Rollover or Conversion by way of Bankers' Acceptances, shall advise the applicable Lenders of the notice and shall advise each Lender of the face amount of Bankers' Acceptances to be accepted by it and the applicable Contract Period (which shall be identical for all Lenders). The aggregate face amount of Bankers' Acceptances to be accepted by a Lender shall be determined by the Agent by reference to that Lender's Rateable Portion of the issue of Bankers' Acceptances, except that, if the face amount of a Bankers' Acceptance which would otherwise be accepted by a Lender would not, subject to Section 3.9(a), be $100,000 or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to $100,000 or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Lender shall have aggregate outstanding Advances in excess of its Commitment.

Rollover. At or before 1:00 p.m. two Business Days before the maturity date of any Bankers' Acceptance, the Borrower shall give to the Agent written notice substantially in the form attached as Schedule N if the Borrower intends to repay the maturing Bankers' Acceptances on the maturity date or if the Borrower intends to issue Bankers' Acceptances on the maturity date to provide for the payment of the maturing Bankers' Acceptances. Otherwise, the Borrower shall provide payment to the Agent on behalf of the Lenders of an amount equal to the aggregate principal amount of the Bankers' Acceptances on their maturity date. If the Borrower fails to make the payment, the Borrower's obligations in respect of the maturing Bankers' Acceptances shall be deemed to have been funded on the maturity date thereof with an Advance by way of Prime Loan.

Waiver of Presentment and Other Conditions. The Borrower waives presentment for payment and any other defence to payment of any amounts due to the Lender in respect of a Bankers' Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers' Acceptance being held, at the maturity thereof, by the Lender in its own right and the Borrower agrees not to claim any days of grace if the Lender as holder sues the Borrower on the Bankers' Acceptance for payment thereunder.

Depository Bills and Notes Act. At the option of the Borrower and any Lender, Bankers' Acceptances under this Agreement to be accepted by that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 3.9.

BA Equivalent Loans by Non BA Lenders. Whenever a Borrower requests an Advance under this Agreement by way of BAs, each Non BA Lender shall, in lieu of accepting a BA, make a BA Equivalent Loan in an amount equal to the Non BA Lender's Rateable Portion of the BA Advance.

Terms Applicable to Discount Notes. As set out in the definition of "BA", that term includes Discount Notes and all terms of this Agreement applicable to BAs shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary, it being the intention of the parties hereto that each BA Equivalent Loan shall have the same economic consequences for the applicable Lender and the Borrower as the acceptance by such Lender of a BA. For greater certainty:

the term of a Discount Note shall be the same as the Contract Period for BAs accepted and purchased on the same Drawdown Date in respect of the same Advance;

an acceptance fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Acceptance Fee in respect of a BA; and

the Discount Rate applicable to a Discount Note shall be the Discount Rate applicable to BAs accepted by the Lenders on the same Drawdown Date, Rollover Date or Conversion Date, as the case may be, in respect of the same Advance.

Letters of Credit and Letters of Guarantee.

Currency. The L/C Lender will issue all Letters of Credit and Letters of Guarantee under Facility A and Facility B. Each Letter of Credit and each Letter of Guarantee shall be issued in Canadian Dollars, US Dollars or such other currency as the L/C Lender may agree in its sole discretion and shall mature on a Business Day.

Letter of Credit and Letter of Guarantee Sublimit. The aggregate principal amount of Advances which may be outstanding by way of Letter of Credit and Letter of Guarantee under Facility A shall not exceed $3,000,000. The aggregate principal amount of Advances which may be outstanding by way of Letter of Credit and Letter of Guarantee under Facility B shall not exceed US$5,000,000. Each Letter of Credit or Letter of Guarantee shall be issued by the L/C Lender in its name as an Advance under Facility A or Facility B, as applicable. Each Lender under Facility A (with respect to a Letter of Credit or Letter of Guarantee issued at the request of SunOpta) and each Lender under Facility B (with respect to a Letter of Credit or Letter of Guarantee issued at the request of SunOpta Food Group) will be responsible for its Rateable Portion of the funding for any drawing under any Letter of Credit or Letter of Guarantee under Section 3.10(f) or otherwise and to purchase its Rateable Portion of any outstanding Letter of Credit or Letter of Guarantee under Section 12.16. For purposes of calculating the amount of outstanding Advances under Facility A and/or Facility B, and for other purposes of this Agreement, a Letter of Credit or Letter of Guarantee shall be deemed outstanding as of any time in an amount equal to the maximum amount which could be drawn thereunder under any circumstances and over any period of time plus any unreimbursed drawings then outstanding with respect thereto. If and to the extent any Letter of Credit or Letter of Guarantee expires or otherwise terminates without having been drawn upon, the availability under the Facility A and/or Facility B shall to such extent be reinstated. The L/C Lender shall not be under any obligation to issue any Letter of Credit or Letter of Guarantee if a default of any Lender's obligations to fund or purchase its Rateable Portion under this Section 3.10 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the L/C Lender has entered into arrangements satisfactory to the L/C Lender with the Borrowers or such Lender to eliminate the L/C Lender's risk with respect to such Lender.

No Guarantees. Other than Letters of Credit and Letters of Guarantee in an aggregate amount at any time outstanding not exceeding US$2,000,000 (which such US$2,000,000 limit includes (i) a Letter of Credit dated August 28, 2009 in the face amount of US$500,000 issued by the L/C Lender in favour of Wells Fargo Equipment Finance, Inc. as security for an operating lease, and (ii) a Letter of Credit dated June 5, 2008 in the face amount of US$33,000 issued by the L/C Lender in favour of SDC Apollo Chelmsford, Inc. as landlord), no Advance by way of the issue of a Letter of Credit or Letter of Guarantee shall be used by the Borrowers for the purpose of incurring Contingent Obligations of the type described in clause (a) of the definition of "Contingent Obligations".

Other Documentation. The issue of a Letter of Credit or a Letter of Guarantee is subject to the execution and delivery of an application and agreement and an indemnity in the L/C Lender's standard form or other specific agreement relative to the instrument in form and substance satisfactory to the L/C Lender acting reasonably (the "L/C Agreement").

Retirement. A Letter of Credit or Letter of Guarantee may only be retired on its maturity date unless and to the extent it has been honoured or unless the written consent of the beneficiary of the instrument has been obtained and the original instrument has been returned to the L/C Lender.

Drawings. Any drawing under a Letter of Credit or Letter of Guarantee shall be funded by an Advance by way of a Prime Loan (if drawn in Canadian Dollars under Facility A), by way of a USBR Loan (if drawn in US Dollars or any other currency under Facility A) or by way of a US Prime Rate Loan (if drawn in US Dollars under Facility B).

Term. Each Letter of Credit and each Letter of Guarantee shall have a Contract Period of not less than 30 days or more than 364 days. No Contract Period of a Letter of Credit or a Letter of Guarantee shall extend beyond the applicable Maturity Date.

Rollover. Three Business Days before the maturity date of any Letter of Credit or Letter of Guarantee the Borrower shall notify the L/C Lender, at its Lending Office, with a copy to the Agent, by notice substantially in the form attached as Schedule N if it wishes the issue of a replacement Letter of Credit or Letter of Guarantee on the maturity date or if it wishes to extend the maturity date of any Letter of Credit or Letter of Guarantee. If the Borrower fails to provide the foregoing notice, the maturing Letter of Credit or Letter of Guarantee shall expire on its maturity date. Notwithstanding the foregoing, the L/C Lender shall have the sole discretion in determining whether or not to issue any replacement Letter of Credit or Letter of Guarantee or to extend the maturity date thereof.

Reimbursement. The Borrower unconditionally and irrevocably authorizes the L/C Lender to pay the amount of any demand made on the L/C Lender under and in accordance with the terms of any Letter of Credit or Letter of Guarantee on demand without requiring proof of the Borrower's agreement that the amount so demanded was due and notwithstanding that the Borrower may dispute the validity of any such demand or payment. The Borrower shall reimburse the L/C Lender on demand for any amounts paid by it from time to time as contemplated by this Section and, without limiting the foregoing, the Borrower shall indemnify and save the L/C Lender harmless on demand from and against any and all other losses (other than lost profits), costs, damages, expenses, claims, demands or liabilities which it may suffer or incur arising in any manner whatsoever in connection with the making of any such payments as contemplated by this Section (including, without limitation, in connection with proceedings to restrain the L/C Lender from making, or to compel the L/C Lender to make, any such payment).

Lenders Not Liable. The L/C Lender shall not have any responsibility or liability for, or duty to inquire into, the authorization, execution, signature, endorsement, correctness, genuineness or legal effect of any certificate or other document presented to the L/C Lender pursuant to any Letter of Credit or Letter of Guarantee, other than to ensure that any demand for payment under a Letter of Credit or Letter of Guarantee is in compliance with the terms thereof, and the Borrower fully and unconditionally assumes all risks with respect to the same and, without limiting the generality of the foregoing, all risks of the acts or omissions of any beneficiary of any Letter of Credit or Letter of Guarantee with respect to the use by any beneficiary of any Letter of Credit or Letter of Guarantee. The L/C Lender shall not be responsible for:

the validity of certificates or other documents delivered under or in connection with any Letter of Credit of Letter of Guarantee that appear on their face to be in order, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged;

errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telefax or otherwise, whether or not they are in code;

errors in translation or for errors in interpretation of technical terms or for errors in the calculation of amounts demanded under any Letter of Credit or Letter of Guarantee;

any failure or inability of the L/C Lender or any other Person to make payment under any Letter of Credit or Letter of Guarantee as a result of any Applicable Law or by reason of any control or restriction rightfully or wrongfully exercised by any Person asserting or exercising governmental or paramount powers; or

any other consequences arising in respect of a failure by the L/C Lender to honour a Letter of Credit or Letter of Guarantee due to causes beyond the control of the L/C Lender;

Overdue Amounts. Without limiting any other provision of this Agreement, if the Borrower shall fail to reimburse the L/C Lender in respect of any payments made by the L/C Lender under a Letter of Credit or Letter of Guarantee as contemplated in this Section, the L/C Lender may at any time thereafter notify the Agent (which shall thereupon deliver a similar notice to each Lender under Facility A and/or Facility B, as applicable of such failure) and such notification shall be deemed to have been delivery of a request for an Advance in the amount and currency of such payments on and subject to the terms hereof. Each Lender under Facility A and/or Facility B, as applicable shall forthwith credit the account of the L/C Lender with such Lender's Rateable Portion of such payments, the amount of such payments shall be deemed to constitute, as applicable, a Prime Loan (if such payments were made in Canadian Dollars under Facility A, a USBR Loan (if such payments were made in U.S. Dollars under Facility A) or a US Prime Rate Loan (if such payments were made in U.S. Dollars under Facility B) made by the Lenders under Facility A and/or Facility B, as applicable and which is outstanding, and, without limiting the terms and conditions applicable to such Prime Loan, USBR Loan, or US Prime Rate Loan shall be due and payable when such Prime Loan, USBR Loan or US Prime Rate Loan is due and payable in accordance with the provisions hereof.

Acceleration. Upon the Agent making a declaration under Section 10.2, the maximum amount of the contingent liability of the L/C Lender under any Letter of Credit or Letter of Guarantee which is then outstanding shall immediately become due and payable notwithstanding that the L/C Lender has not at such date been required to make payment under any such Letter of Credit or Letter of Guarantee. Any such amount deposited with the L/C Lender shall be held by the L/C Lender in a separate interest-bearing collateral account in the name of the relevant Borrower as security for the repayment of future indebtedness of the Borrower to the L/C Lender in respect of Letters of Credit or Letter of Guarantee which are drawn down, and, pending the expiry of all outstanding Letters of Credit or Letter of Guarantee, any amounts deposited with the L/C Lender shall bear interest at the rate established by the L/C Lender from time to time as that payable in respect of 30 day certificates of deposit of the L/C Lender for monies of like amount. Any such amount deposited with the L/C Lender shall be held in trust for the other Lenders, to the extent of each Lenders' Rateable Portion, and shall be distributed as and when required by this Agreement.

Conflict. Each Letter of Credit and/or Letter of Guarantee shall be subject to the L/C Lender's customary Letter of Credit and/or Letter of Guarantee terms and procedures (including without limitation pursuant to an L/C Agreement) from time to time in effect and shall be in a form acceptable to the L/C Lender. The Borrower shall execute and deliver such standard form applications, agreements, indemnities and other assurances as the L/C Lender may reasonably require from time to time with respect to Letters of Credit and/or Letters of Guarantee. A Letter of Credit and/or Letter of Guarantee shall in no event contain provisions requiring the L/C Lender to satisfy itself, prior to payment thereunder, as to any conditions for a drawing thereunder other than the presentation of prescribed documents. If the provisions set forth in the L/C Lender's customary letter of credit and/or letter of guarantee documentation set forth terms of availability or cross-collateralization of security beyond or inconsistent with that set forth herein, the provisions of this Agreement in respect thereof shall prevail.

Non-Sharing. Notwithstanding Article 5 of the Provisions, prior to the occurrence and continuation of any Event of Default, with respect to the Lenders, the L/C Lender may obtain any payment owing in any manner whatsoever in respect of any Letter of Credit or Letter of Guarantee, retain such payment and apply same against the obligations of the Borrower in respect of Letters of Credit or Letters of Guarantee and other amounts owing in respect of any Letter of Credit or Letter of Guarantee (including, without limitation, interest) and shall have no obligation to remit to or share with any Lender such payment.

Hedge Contracts.

General. Subject to the terms and conditions hereof, Facility A may be availed by SunOpta in the form of FEFCs and Purchase Options, and Facility B may be availed by SunOpta Food Group in the form of Hedge Agreements (including FEFCs, Purchase Options and interest rate hedging instruments), in each case in all major currencies acceptable to the Hedge Lender. Each such FEFC, Purchase Option and other Hedge Contract shall be subject to the terms and conditions hereof and the applicable Hedge Agreement. Subject to Sections 3.6(a) and 3.6(b), (i) the maximum aggregate face contract amount of all outstanding FEFCs and Purchase Options under Facility A shall not exceed US$20,000,000 at any time and (ii) the maximum aggregate face contract amount of all outstanding Hedge Agreements (including FEFCs, Purchase Options and interest rate hedging instruments) under Facility B shall not exceed US$30,000,000 at any time.

Term. Each Borrower may only enter into Hedge Contracts with the Hedge Lender provided that such Hedge Contracts are only issued in respect of Canadian Dollars, US Dollars or other major currencies acceptable to the Hedge Lender for purposes of treasury risk management. Each Hedge Contract that consists of a FEFC or Purchase Option shall have a Contract Period of not more than 18 months and each Hedge Contract that consists of an interest rate hedging instrument shall have a Contract Period of not more than five years. For greater certainty, a Borrower may only enter into a Hedge Contract with the Hedge Lender provided that, as applicable, (i) the Hedge Contract being entered into is not for speculation purposes, (ii) the foreign exchange risk being managed is in a currency or currencies in which the Borrower or an Obligor does business, and (iii) the quantum or amount of any currency being hedged or managed is reasonable in relation to the volume of the Borrower's or Obligor's business being conducted in any such currency.

Subject to Approval. The Hedge Lender may refuse to issue a Hedge Contract at any time at its sole discretion. Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (as represented herein by each of Rabobank and Rabobank US) acknowledges and agrees in favour of the Borrowers and the Agent that it and its relevant branches, in its and their capacity as Hedge Lender under Facility A and Facility B in connection with this Agreement, will not enter into Hedge Contracts with the applicable Borrower if Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. cannot provide to the Agent, at or before 10:00 a.m. Toronto time on each Business Day, a written report confirming the net mark-to-market amount in respect of such Hedge Contracts. In furtherance of the foregoing and for greater certainty, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (as represented herein by each of Rabobank and Rabobank US) agrees that, in respect of any Hedge Contracts that it enters into and issues under Facility A and Facility B with the applicable Borrower, it will provide to the Agent, at or before 10:00 a.m. Toronto time on each Business Day, a written report setting out the net mark-to- market amount in respect of all such Hedge Contracts.

Other Documentation. The issuance of a Hedge Contract is subject to the execution and delivery of specific agreements as may be required by the Hedge Lender on its standard forms and modified by such schedules and addenda as are customarily used by the Hedge Lender (the "Hedge Agreement"). In the event of a conflict between the terms and conditions of the Hedge Agreement and this Agreement, the Hedge Agreement shall prevail notwithstanding Section 1.3.

Non-Sharing. Notwithstanding Article 5 of the Provisions, prior to the occurrence and continuation of any Event of Default, with respect to the Lenders, the Hedge Lender that has entered into a Hedge Contract with a Borrower may obtain any payment in any manner whatsoever in respect of Hedge Contracts, retain such payment and apply same against the obligations of the Borrower under Hedge Contracts and other amounts owing in respect of the Hedge Contracts (including, without limitation, interest) and shall have no obligation to remit to or share with any Lender such payment.

Prime Loans, USBR Loans, US Prime Rate Loans, Overdrafts and Swing B Loans.

Conversion Option.

notwithstanding any other term in this Agreement, no Advance denominated in C$ may be converted into an Advance denominated in US$ and no Advance denominated in US$ may be converted into an Advance denominated in C$;

each conversion into an Advance shall be for minimum aggregate amounts and whole multiples in excess thereof as are specified in respect of that type of Advance in this Section 3;

an Advance by way of Libor Loan may be converted only on the last day of the relevant Contract Period; if less than all of the Libor Loan is converted, after the conversion not less than US$1,000,000 shall remain as a Libor Loan;

an Advance by way of Bankers' Acceptance may be converted only on the last day of the relevant Contract Period; if less than all Advances by way of Bankers' Acceptances having the same maturity date are converted, after the conversion not less than C$500,000 shall remain as Advances by way of Bankers' Acceptances to the Borrowers having the same maturity date;

a conversion into an Advance by way of Libor Loan shall only be made to the extent that the conditions outlined in Section 4.12 shall not exist on the relevant Conversion Date; and

no demand shall have been made and no Default or Event of Default shall have occurred and be continuing on the relevant Conversion Date or after giving effect to the conversion of the Advance to be made on the Conversion Date.

Conversion and Rollover Not Repayment.

Mandatory Conversion of Libor Loans and Bankers' Acceptances.

Deposit of Proceeds of Loans and Discount Proceeds.

Evidence of Obligations.

Swing A Loans

Generally. At any time that SunOpta would be entitled to obtain an Advance under Facility A, SunOpta shall be entitled to draw cheques denominated in Canadian dollars and/or U.S. Dollars on its specifically-identified accounts at the branch in Toronto of the Swingline Lender or at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and SunOpta from time to time. The debit balance from time to time in any such account shall be deemed to be a Prime Loan or a USBR Loan, as applicable, outstanding to SunOpta from the Swingline Lender under its Commitment for Facility A and the credit balance from time to time in any such account shall be applied by the Swingline Lender as a repayment of outstanding Swing A Loans and such account shall be reduced to zero accordingly. If at any time SunOpta and any of its Subsidiaries is a party to a cash concentration arrangement, statutory offset agreement or similar master account netting arrangement with the Swingline Lender, the amount of any Overdraft from time to time in the applicable concentration account of SunOpta and any of its Subsidiaries established pursuant to such arrangement shall (provided that at such time SunOpta would be able to obtain Advances under Facility A) also be deemed to be a Prime Loan or a USBR Loan, as applicable, outstanding to SunOpta from the Swingline Lender under its Commitment for Facility A and the credit balance from time to time in any such account shall be applied by the Swingline Lender as a repayment of outstanding Swing A Loans and any such account shall be reduced to zero accordingly.

Sublimit. The outstanding amount of all Swing A Loans at any time shall not exceed the Swing Line A Sublimit at such time. For greater certainty and notwithstanding any other provision of this Agreement, the Swingline Lender shall not be obligated to make a Swing A Loan available to the extent that on any relevant Drawndown Date, after giving effect to any Swing A Loan requested or deemed requested: (i) the Canadian Dollar Amount of the aggregate principal amount of all then outstanding Swing A Loans and the Canadian Dollar Amount of the aggregate principal amount of such Lender's Rateable Portion of all Advances under Facility A would exceed its Facility A Commitment at such time; or (ii) the Canadian Dollar Amount of the aggregate principal amount of all Advances under Facility A would exceed the aggregate Facility A Commitment at such time.

Repayment. It is the intention of the parties hereto that Swing A Loans are to be available to SunOpta pending the obtaining of an Advance under Facility A. Accordingly, if on any Business Day the aggregate amount of all outstanding Swing A Loans equals or exceeds $3,000,000, the Swingline Lender will deliver a written notice to the Agent (which in turn will provide notice to, in accordance with the provisions of this Agreement, each of the Lenders which has a Commitment for Facility A) and to SunOpta, requiring repayment of all Swing A Loans then outstanding. Such written notice from the Swingline Lender to the Agent shall be delivered not later than 12:00 p.m. (Toronto time) one Business Day prior to the proposed date of repayment of all Swing A Loans then outstanding and any repayment amount specified in such notice shall be in a minimum amount of $1,000,000 and multiples of $100,000 (or such other amount as may be applicable in the circumstances) in excess thereof. The Borrower shall be deemed to have given at such time a Notice of Advance to the Agent requesting, as applicable, Prime Loans or USBR Loans under Facility A in an amount equal to the repayment amount specified by the Swingline Lender and the Lenders which have Commitments for Facility A shall, regardless of whether or not a Default or an Event of Default exists, make such requested Loans (provided that the Canadian Dollar Amount of the pro-rata principal amount of such requested Loans, together with the Canadian Dollar Amount of the pro-rata principal amount of all Advances outstanding under Facility A in respect of each Lender, shall not exceed each such Lender's Facility A Commitment) on the next Business Day and the Agent shall apply the proceeds thereof in repayment of Swing A Loans then outstanding. The Agent shall promptly notify the Borrower of any such Loans made, and the Borrower agrees to accept each such Loan and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of Swing A Loans as aforesaid. The Swingline Lender shall not be under any obligation make any Swingline A Loan if a default of any Lender's obligations to fund or purchase its Rateable Portion under this Section 3.18 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender with the Borrowers or such Lender to eliminate the Swingline Lender's risk with respect to such Lender. Without limiting the foregoing and notwithstanding Article 5 of the Provisions, prior to the occurrence and continuation of any Event of Default, with respect to the Lenders, the Swingline Lender may obtain any payment in any manner whatsoever in respect of Swing A Loans, retain such payment and apply same against Swing A Loans and other amounts owing in respect of Swing A Loans (including, without limitation, interest) and shall have no obligation to remit to or share with any Lender such payment.

Swing B Loans.

Generally. Subject to the terms and conditions hereof, as part of Facility B, the Swingline Lender agrees to make loans in US Dollars to SunOpta Food Group under the swing line established hereby (individually a "Swing B Loan" and collectively the "Swing B Loans") which shall not in the aggregate at any time outstanding exceed the Swing Line B Sublimit. The Swing B Loans may be availed of by SunOpta Food Group from time to time and borrowings thereunder may be repaid and used again during the period ending on the Maturity Date in respect of Facility B.

Requests for Swing B Loans. SunOpta Food Group may, but is not required to, give the Swingline Lender notice of a request for the advance of a Swing B Loan. If SunOpta Food Group does provide the Swingline Lender with notice of a request for an advance of a Swing B Loan, then such notice (which may either be written or oral) shall be provided to the Swingline Lender by no later than 12:00 noon (Chicago time) on the date upon which SunOpta Food Group requests that any Swing B Loan be made and shall indicate the amount of such Swing B Loan and the date on which such Swing B Loan is to be advanced. Subject to the terms and conditions hereof, the proceeds of such Swing B Loan shall be made available to SunOpta Food Group on the date so requested at the offices of the Swingline Lender in Chicago, Illinois, by depositing such proceeds to the credit of SunOpta Food Group's bank account number 422-481-2 maintained with Harris N.A. (the "Disbursement Account") or as SunOpta Food Group and the Swingline Lender may otherwise agree. In addition to the foregoing, and without any request therefor being made by SunOpta Food Group, the Swingline Lender at its option may (but is not obligated at any time to) make Swing B Loans to SunOpta Food Group in circumstances where the funds available in the Disbursement Account are or may be insufficient to meet the relevant near term payment and disbursement obligations of SunOpta Food Group that are to be processed through such Disbursement Account. Anything contained in the foregoing to the contrary notwithstanding, (i) the obligation, if any, of the Swingline Lender to make Swing B Loans shall be subject to all of the other applicable terms and conditions of this Agreement, and (ii) the Swingline Lender shall not be obligated to make more than one Swing B Loan during any one day.

Refunding Loans. In its sole and absolute discretion, the Swingline Lender may at any time, on behalf of SunOpta Food Group (which hereby irrevocably authorizes the Swingline Lender to act on its behalf for such purpose) and with notice to SunOpta Food Group, request each Lender under Facility B to make a US Prime Rate Loan in an amount equal to each such Lender's Rateable Portion of the amount of the Swing B Loans outstanding on the date such notice is given. Regardless of the existence of any Default or Event of Default, each Lender under Facility B shall (provided that the pro-rata principal amount of such requested Loans, together with the pro-rata principal amount of all Advances outstanding under Facility B in respect of each Lender, shall not exceed each such Lender's Facility B Commitment) make the proceeds of its requested US Prime Rate Loan available to the Swingline Lender, in immediately available funds, at the Swingline Lender's principal office in Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day following the day such notice is given. The proceeds of such US Prime Rate Loans shall be immediately applied to repay the outstanding Swing B Loans.

Participations. If any Lender under Facility B refuses or otherwise fails to make a US Prime Rate Loan requested by the Swingline Lender pursuant to Section 3.19(c) above (because an Event of Default described in Section 10.1(i) or 10.1(j) exists with respect to SunOpta Food Group or otherwise), such Lender will, by the time and in the manner such US Prime Rate Loan was to have been funded to the Swingline Lender, purchase from the Swingline Lender an undivided participating interest in the outstanding Swing B Loans in an amount equal to its Rateable Portion of the aggregate principal amount of Swing B Loans that were to have been repaid with such US Prime Rate Loans. Each Lender under Facility B that so purchases a participation in a Swing B Loan shall thereafter be entitled to receive its Rateable Portion of each payment of principal received on the Swing B Loan and of interest received thereon accruing from the date such Lender funded to the Swingline Lender its participation in such Loan. The several obligations of the Lenders under Facility B under this Section shall, subject to Section 12.16 hereof, be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender under Facility B may have or have had against SunOpta Food Group, any other Lender under Facility B or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Facility B Commitment of any Lender under Facility B, and each payment made by a Lender under Facility B under this Section shall be made without any offset, abatement, withholding or reduction whatsoever. The Swingline Lender shall not be under any obligation make any Swingline B Loan if a default of any Lender's obligations to fund or purchase the applicable participation under this Section 3.19 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender with the Borrowers or such Lender to eliminate the Swingline Lender's risk with respect to such Lender. Without limiting the foregoing and notwithstanding Article 5 of the Provisions, prior to the occurrence and continuation of any Event of Default, with respect to the Lenders the Swingline Lender may obtain any payment in any manner whatsoever in respect of Swing B Loans, retain such payment and apply same against Swing B Loans and other amounts owing in respect of Swing B Loans (including, without limitation, interest) and shall have no obligation to remit to or share with any Lender such payment.

Reliance on Oral Instructions.

Banking Products.

Refinancing of Facility C

the principal amount of the new financing does not exceed US $45 million and the maturity date for the repayment of the Debt incurred in connection with such financing does not fall or occur before the Maturity Date in respect of each of Facility A and Facility B;

the interest rate payable with respect to the new financing does not exceed 10.04% per annum;

the total amount of all commitment fees, upfront fees and work fees (but excluding reimbursement for out-of-pocket expenses) with respect to the new financing does not exceed 5.0% of the principal amount of the new financing;

each Replacement Facility C Lender then has a rating for its senior, unsecured, non-credit enhanced, long-term debt of A3, A- or A1 low (or better) by at least two of Moody’s Investor Services Inc., Standard and Poor's Financial Services LLC and Dominion Bond Rating Service Limited, respectively; and

in the event that any covenant relating to financial ratios, any other positive or negative covenant (other than covenants relating to payment or prepayment of principal, fees or interest), default or events of default, or the definitions related thereto are proposed to be used or contained in agreements in favour of the Replacement Facility C Lenders in connection with the payment or refinancing of Facility C (as any such agreement may be amended or supplemented at any time and from time to time) make it or them (collectively the “Most Favoured Covenants”) more restrictive on any Obligor or more beneficial to the Replacement Facility C Lenders than the corresponding financial ratio covenant, if any, any other positive or negative covenant (other than covenants relating to payment or prepayment of principal, fees or interest), Default or Events of Default or the definitions related thereto under and in connection with this Agreement and the Documents in favour of the Agent and the Lenders, then, for so long as such Most Favoured Covenants continue to be more restrictive on any Obligor or more beneficial to the Replacement Facility C Lenders (the “Applicable Period”) than the applicable corresponding financial ratio covenant, if any, or any other positive or negative covenant (other than covenants relating to payment or prepayment of principal, fees or interest), Default or Events of Default or the definitions related thereto under this Agreement and the Documents in favour of the Agent and the Lenders, the provisions of this Agreement shall, at or about the time of the signing of the applicable agreement with the Replacement Facility C Lenders, be amended and supplemented by an agreement delivered by the applicable Obligors to the Lenders and the Agent so that they include such Most Favoured Covenants during the Applicable Period and so that, during the Applicable Period, such corresponding applicable covenants, Default, Events of Default or related definitions hereunder shall be as restrictive on the Obligors or as beneficial to the Agent and Lenders, as the case may be, as such Most Favoured Covenants. A Borrower shall give prior written notice to the Agent of any proposed Most Favoured Covenants to be entered into with the Replacement Facility C Lenders and shall forthwith, upon any change, addition or effectiveness of any further or other Most Favoured Covenants, give written notice to the Agent of all such Most Favoured Covenants and provide to the Agent details regarding the particulars of such Most Favoured Covenants.

Interest on Prime Loans, Canadian Overdrafts and Swing A Loans.

Rate. SunOpta shall pay to the Agent on behalf of the Lenders and/or the Swingline Lender, as applicable, interest on Prime Loans (including Canadian Overdrafts) outstanding under Facility A at a rate per annum equal to the Prime Rate plus the applicable margin set out in the Pricing Grid. For greater certainty, SunOpta shall pay to the Swingline Lender interest on Canadian Overdrafts outstanding under Facility A at a rate per annum equal to the Prime Rate plus the applicable margin set out in the Pricing Grid.

Change in Rate. Each change in the fluctuating interest rate applicable to each Prime Loan and Canadian Overdraft will take place simultaneously with the corresponding change in the Prime Rate without the necessity for any notice to SunOpta.

Calculation. Interest on Prime Loans and Canadian Overdrafts shall be calculated and payable monthly in arrears on every Interest Payment Date and on the Facility A Maturity Date, as applicable, for the period from and including, as the case may be, the Drawdown Date, the Conversion Date or the immediately preceding Interest Payment Date to but excluding the first-mentioned Interest Payment Date or the Maturity Date, as applicable, and shall be determined daily on the principal amount of each Prime Loan and Canadian Overdraft remaining unpaid on the basis of the actual number of days elapsed in a year of 365 or 366 days, as applicable.

Payment of Interest. Interest on Prime Loans and Canadian Overdrafts shall be paid on every Interest Payment Date and on the applicable Maturity Date, as applicable, by debit to the Borrowers' Account by the Agent in respect of Prime Loans and by BMO in respect of Canadian Overdrafts.

Interest on USBR Loans, US Prime Rate Loans, US Overdrafts, Swing A Loans and Swing B Loans.

Rate. Each applicable Borrower shall pay to the Agent (at the Borrower's Account for Payments) on behalf of the Lenders and/or the Swingline Lender in respect of Facility B and to the Agent (at the Borrower's Account for Payments) on behalf of the Lenders and/or the Swingline Lender in respect of Facility A interest on USBR Loans (including US Overdrafts) and US Prime Rate Loans outstanding to the Lenders under each relevant Credit Facility at a rate per annum equal to, as applicable, the US Base Rate or the US Prime Rate plus the applicable margin set out in the relevant Pricing Grid. For greater certainty, SunOpta shall pay to the Swingline Lender in respect of Facility A, interest on US Overdrafts outstanding to the Swingline Lender under Facility A at a rate per annum equal to the US Base Rate plus the applicable margin set out in the relevant Pricing Grid. For greater certainty, SunOpta Food Group shall pay to the Swingline Lender in respect of Facility B, interest on Swing B Loans outstanding to the Swingline Lender under Facility B at a rate per annum equal to the US Prime Rate plus the applicable margin set out in the relevant Pricing Grid.

Change in Rate. Each change in the fluctuating interest rate applicable to each USBR Loan, US Overdraft, Swing B Loan or US Prime Rate Loan will take place simultaneously with the corresponding change in the US Base Rate or the US Prime Rate without the necessity for any notice to the Borrowers.

Calculation. Interest on USBR Loans, US Overdrafts, Swing B Loans and US Prime Rate Loans shall be calculated and payable monthly in arrears on every Interest Payment Date and on the applicable Maturity Date for the period from and including, as the case may be, the Drawdown Date, the Conversion Date, or the immediately preceding Interest Payment Date to but excluding the first- mentioned Interest Payment Date or the applicable Maturity Date, as applicable, and shall be determined daily on the principal amount of each USBR Loan, US Overdraft, Swing B Loan and US Prime Rate Loan remaining unpaid on the basis of the actual number of days elapsed in a year of 360, 365 or 366 days, as applicable.

Payment of Interest. Interest on USBR Loans, US Overdrafts, Swing B Loans and US Prime Rate Loans shall be paid on every Interest Payment Date and on the applicable Maturity Date by debit to the applicable Borrower's Account by the Agent on behalf of the Lenders in respect of Facility A and Facility B and by BMO in respect of US Overdrafts under Facility A and Swing B Loans under Facility B.

Interest on Libor Loans.

Rate. Each Borrower shall pay to the Agent on behalf of the Lenders (at the Agent's Account for Payments) interest on Libor Loans outstanding to the Lenders under Facility B at a rate equal to LIBOR plus the applicable margin set out in the relevant Pricing Grid.

Calculation. Interest on each Libor Loan shall be calculated and payable on each Libor Interest Date applicable to the Libor Loan, for the period commencing from and including the first day of the Contract Period or the immediately preceding Libor Interest Date, as the case may be, applicable to the Libor Loan, to but excluding the first mentioned Libor Interest Date, and shall be determined daily on the principal amount of each Libor Loan remaining unpaid on the basis of the actual number of days elapsed in a year of 360 days.

Payment of Interest. Interest on Libor Loans shall be paid on each Libor Interest Date by debit to the applicable Borrower's Account by the Agent on behalf of the Lenders in respect of Facility B (at the Agent's Account for Payments).

Interest on Treasury Rate Loan

Rate. LP shall pay to the Agent (at the Agent's Account for Payments) on behalf of the Lenders in respect of Facility C, interest on the Treasury Rate Loan outstanding to the Lenders under Facility C at the rate of 6.44 percent (6.44%) per annum (the "Fixed Rate") plus the applicable Facility C Interest Premium. For greater certainty, such Fixed Rate was calculated as being equal to the Treasury Rate determined up to ten Business Days, but not later than the second Business Day, prior to the date of the Advance under Facility C pursuant to the Original Agreement, plus two percent (2.00%) per annum. LP and the Agent on behalf of the Lenders under Facility C have previously executed and delivered to each other a written confirmation of such interest rate in the form of Schedule "Z" attached hereto.

Calculation. Interest on the Treasury Rate Loan shall be calculated and payable quarterly in arrears on every applicable Interest Payment Date and on the applicable Maturity Date for the period from and including, as the case may be, the Drawdown Date or the immediately preceding Interest Payment Date to but excluding the first-mentioned Interest Payment Date or the Maturity Date, as applicable, and shall be determined daily on the principal amount of the Treasury Rate Loan remaining unpaid on the basis of the actual number of days elapsed in a year of 360 days.

Payment of Interest. Interest on the Treasury Rate Loan shall be paid on every Interest Payment Date and on the Maturity Date to the Agent on behalf of the Lenders under Facility C.

Premium Interest. "Facility C Interest Premium" means in respect of any Fiscal Quarter (in this Section referred to as the "Subject Fiscal Quarter");

160 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is less than 2.00:1.00 in respect of the Subject Fiscal Quarter;

210 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 2.00:1.00 but less than 2.50:1.00 in respect of the Subject Fiscal Quarter;

280 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 2.50:1.00 but less than 3.00:1.00 in respect of the Subject Fiscal Quarter;

310 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 3.00:1.00 but less than 3.50:1.00 in respect of the Subject Fiscal Quarter;

330 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 3.50:1.00 but less than 4.50:1.00 in respect of the Subject Fiscal Quarter; and

360 Basis Points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 4.50:1.00.

The Facility C Interest Rate Premium payable by LP for any Fiscal Quarter of the Borrower will be established quarterly as at the first day of such Fiscal Quarter (and determined within three Business Days after receipt of the signed quarterly Compliance Certificate contemplated by Section 9.4(g)) based on the attainment by the Consolidated Borrower, in its then previous, completed four Fiscal Quarters, of the Funded Debt to EBITDA Ratio, calculated as at the last day of such period, provided, however, that if the Borrower does not provide when due such signed quarterly Compliance Certificate contemplated by Section 9.4(g), then, from and after the date such signed quarterly Compliance Certificate was required to have been delivered, the Facility C Interest Premium shall be 360 Basis Points until the third Business Day after such signed quarterly Compliance Certificate is delivered to the Agent.

Fees on Bankers' Acceptances.

Rate. Upon acceptance of a Bankers' Acceptance by a Lender under Facility A, SunOpta shall pay to the Agent at the Borrower's Account for Payments on behalf of the Lender a fee (the "Acceptance Fee") at the rate per annum equal to the CDOR Rate plus the applicable fee set out in the relevant Pricing Grid.

Calculation. The Acceptance Fee shall be payable on acceptance of each Bankers' Acceptance calculated on the face amount of each Bankers' Acceptance on the basis of the number of days in the Contract Period for the Bankers' Acceptance and a year of 365 or 366 days, as applicable. Each determination by the Agent of the Acceptance Fee applicable to any Banker's Acceptance shall, in the absence of manifest error, be final, conclusive and binding upon the relevant Borrower and the relevant Lenders. Upon determination of the Acceptance Fee applicable to any Banker's Acceptance, the Agent shall notify the relevant Borrower and each relevant Lender.

Fees on Letters of Credit and Letters of Guarantee.

Fees on Hedge Contracts.

Standby Fee.

Applicable Pricing

Interest on Overdue Amounts.

Interest Act.

Limit on Rate of Interest.

Adjustment. If any provision of this Agreement or any of the other Documents would obligate a Borrower or Obligor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by that Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:

first, by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 4; and

thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of the Criminal Code (Canada).

Reimbursement. Notwithstanding Section 4.12(a), and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the applicable Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by that Lender to the applicable Borrower.

Actuarial Principles. Any amount or rate of interest referred to in this Section 4.12 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Advance remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the earlier of the date of advance and the Closing Date to the relevant Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the purposes of that determination.

Substitute Basis of Advance – LIBOR Loans.

adequate and fair means do not exist for ascertaining the rate of interest on a Libor Loan;

LIBOR does not accurately reflect the effective cost to such Lender of making, funding or maintaining a Libor Loan and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of a Libor Loan;

the making, funding or maintaining of a Libor Loan or a portion thereof by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or

deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Contract Period to make, fund or maintain a Libor Loan during the Contract Period;

Indemnity.

General. Each Obligor shall, and does hereby, jointly and severally indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents (each, an "Indemnified Person") against all suits, actions, proceedings, claims, losses (other than loss of profits), expenses (including reasonable fees, charges and disbursements of counsel), damages and liabilities including liabilities arising under Environmental Laws (each, a "Claim") that the Agent or any Lender may sustain or incur as a consequence of (i) any default by such Obligor under this Agreement or any other Document, (ii) any misrepresentation by such Obligor contained in any writing delivered to the Agent or any Lender in connection with this Agreement, (iii) the Agent or any Lender entering into this Agreement, (iv) the use of proceeds of the Credit Facilities, or (v) the operations of any of the Obligors or any Affiliate of any of the Obligors, except that no Indemnified Person will be indemnified for any Claim resulting from its own gross negligence or wilful misconduct.

Certificate. A certificate of the Agent or affected Lender, as applicable, setting out the basis for the determination of the amount necessary to indemnify the relevant Person pursuant to this Section 4.14 shall be prima facie evidence, absent manifest error, of the correctness of that determination.

Breakage Costs.

SunOpta may not repay, prepay or cancel an Advance by way of Bankers' Acceptances prior to the expiry of the Contract Period relating thereto.

If a Borrower repays, prepays or cancels an Advance (including repayment pursuant to Sections 4.13 and 5.3), by way of Libor Loan, Treasury Rate Loan, Letter of Credit or Letter of Guarantee, the Borrower shall indemnify the applicable Lender for any loss or expense suffered or incurred by that Lender including any loss of profit or expenses which the Lender incurs by reason of the liquidation or redeployment of deposits or other funds acquired by it to effect or maintain the Advance or any interest or other charges payable to lenders of funds borrowed by the Lender in order to maintain the Advance together with any other charges, costs or expenses incurred by that Lender relative thereto. For greater certainty, any repayment, prepayment or cancellation of an Advance by way of Treasury Rate Loan shall be dealt with in accordance with Section 5.4 hereof.

A certificate of the Agent or the affected Lender setting out the basis for the determination of the amount necessary to indemnify the Agent or the affected Lender pursuant to this Section 4.13 shall be prima facie evidence, absent manifest error, of the correctness of that determination.

Survival of Indemnifications.

Payment of Portion.

Field Examination Fees.

Appraisal Fees.

Upfront Fee.

Agency Fee.

Term and Maturity.

Repayment of Facilities.

LP shall repay the principal amount of the Advance under Facility C, together with interest thereon, by paying the amounts set out in the Facility C Repayment Schedules applicable in respect of each of Sun Life, Manulife, Hancock and Hancock USA attached as Schedule P-1, Schedule P-2, Schedule P-3 and Schedule P-4. For greater certainty, upon the occurrence of any event or circumstance (other than an assignment by a Lender under Facility C in accordance with Section 10(b) of the Provisions) which would cause a recalculation of the amounts payable as set out in any of Schedule P-1, Schedule P-2, Schedule P-3 or Schedule P-4, the Agent will provide to the relevant Lenders under Facility C and the Borrower a revised Schedule P setting out such recalculated amounts. Any such revised Schedule P shall not become effective until the relevant Persons, including the Borrower, signify in writing their agreement to such revised Schedule P.

In addition, 100% of the net cash proceeds (collectively, the "Permitted Proceeds") from the permitted sale or sale/leaseback of any Fixed Assets of the Obligors (other than the real property of SunOpta constituting its head office as of the date hereof, and the equipment of the Obligors attached to or otherwise directly relating to the operation of such head office) shall be applied to repay, in inverse order of maturity, on or before the last Business Day of the Fiscal Quarter immediately following the Fiscal Quarter in which such sale or sale/leaseback occurs, (i) firstly, in an aggregate amount of up to US$16,000,000 (or the equivalent Canadian Dollar Amount) in respect of all such permitted sales or sale/leasebacks, to the then outstanding principal amounts of Advances under Facility A and/or Facility B, until, in the case of each applicable repayment of Permitted Proceeds, the then outstanding principal amounts under Facility A and/or Facility B are repaid (provided however that, for greater certainty, any such amounts so repaid may be re-borrowed under Facility A or Facility B in accordance with the terms of this Agreement); (ii) secondly, the then outstanding principal amount under Facility C (subject to the make-whole provisions and the requirement to make payment of the Yield Maintenance Amount in respect of Facility C set out in Section 5.4), until Facility C is repaid in full, and (iii) thirdly, to the then outstanding principal amounts of Advances under Facility A and Facility B, until, in the case of each applicable repayment of Permitted Proceeds, then outstanding principal amounts under Facility A and Facility B are repaid (provided however that, for greater certainty, any such amounts so repaid may be re-borrowed under Facility A or Facility in accordance with the terms of this Agreement). For greater certainty, Permitted Proceeds shall be applied firstly to the then outstanding Advances under Facility A and Facility B pursuant to subclause (i) above only until such time as the aggregate amount of such repaid Permitted Proceeds (whether such aggregate amount is the result of a single or multiple permitted sales or sale/leasebacks) equals US$16,000,000 (or the equivalent Canadian Dollar Amount), following which time, all Permitted Proceeds shall be applied in accordance with subclauses (ii) and (iii) above. SunOpta will provide such information regarding the permitted sale or sale/leaseback of Fixed Assets of the Obligors and the use of Permitted Proceeds as is required by the Agent and the Lenders pursuant to Section 9.4 of this Agreement.

If insurance proceeds become payable in respect of loss of or damage to any property owned by an Obligor:

if a Default or Event of Default has occurred and is continuing at such time, the Agent shall hold such proceeds as cash collateral and as part of the Collateral (unless otherwise agreed by the Majority Lenders in their sole discretion) until such time as either (A) such Default or Event of Default is cured, at which time such proceeds shall be dealt with in accordance with paragraphs (ii), (iii) and (iv) below, as applicable, or (B) the Obligations become immediately due and payable in accordance with Section 10 hereof, at which time such proceeds shall be applied against the Obligations in accordance with Section 6.5;

if no Default or Event of Default has occurred and is continuing at such time, and such proceeds are less than US$1,000,000, such proceeds shall be paid to such Obligor if:

such property has been repaired or replaced and the proceeds will reimburse the Obligor for payments it has made for such purpose; or

the Obligor confirms in writing to the Agent that it will forthwith use such proceeds to repair or replace such property which such repair and/or replacement will commence within three months of the Agent's receipt of written notice contemplated by this clause; and

if no Default or Event of Default has occurred and is continuing at such time, and such proceeds are equal to or greater than US$1,000,000 but less than US$10,000,000, such proceeds shall, subject to what is stated below, be deposited into a cash collateral account under the sole dominion and control of the Agent and held as part of the Collateral. Such proceeds or the relevant portion thereof shall be released from the cash collateral account and shall be paid to such Obligor if:

such property has been repaired or replaced and the proceeds will reimburse the Obligor for payments it has made for such purposes; or

the Obligor confirms in writing to the Agent that it will forthwith use such proceeds to replace or repair such property, which such repair and/or replacement will commence within three months of the Agent's receipt of written notice contemplated by this clause provided, however, that only such amount of proceeds as is required to pay from time to time for the repair or replacement, or the process of repair or replacement, of property contemplated hereby will be released from the cash collateral account maintained for this purpose upon the Borrower's written request of the Agent to do so; and

if no Default or Event of Default has occurred and is continuing at such time, and such proceeds have arisen in respect of loss of or damage to any property, and are equal to or greater than US$10,000,000, such proceeds in excess of US$10,000,000 shall be applied as follows:

if such proceeds are equal to or greater than US$10,000,000 but less than or equal to US$16,000,000, then such proceeds up to an aggregate amount of US$16,000,000 (inclusive of any amounts previously applied in respect of the repayment of Facility A and/or Facility B pursuant to this sub-clause (iv)(A)) during the term of this Agreement shall be applied to repay the then outstanding principal amounts of Advances under Facility A and Facility B and, for greater certainty, such amounts may be reborrowed under Facility A and Facility B subject to the Advance provisions of this Agreement;

if such proceeds are equal to or greater than US$10,000,000 but less than or equal to US$16,000,000 and Facility A and/or Facility B have previously been repaid a principal amount of US$16,000,000 during the term of this Agreement as contemplated above, then such proceeds shall, subject to what is stated below, be applied pro-rata to repay the then outstanding principal amounts of Advances under Facility A, Facility B and Facility C and, for greater certainty in respect of Facility A and Facility B only, such amounts may be reborrowed under Facility A and Facility B subject to the Advance provisions of this Agreement. Each Lender under Facility C may elect at its own option as to whether or not it wishes to receive a permanent repayment of Facility C under this Section. If a Facility C Lender in its own discretion elects to receive a permanent repayment of Facility C under this Section, then such Lender and the Borrower acknowledge and agree that no Yield Maintenance Amount shall be paid by the Borrower to such Lender in respect of any permanent repayment of Facility C that occurs pursuant to this Section; and

if such proceeds are greater than US$16,000,000, then such proceeds in excess of US$16,000,000 shall, subject to what is stated below, be applied pro-rata to repay the then outstanding principal amounts of Advances under Facility A, Facility B and Facility C and, for greater certainty in respect of Facility A and Facility B only, such amounts may be reborrowed under Facility A and Facility B subject to the Advance provisions of this Agreement. Each Lender under Facility C may elect at its own option as to whether or not it wishes to receive a permanent repayment of Facility C under this Section. If a Facility C Lender in its own discretion elects to receive a permanent repayment of Facility C under this Section, then such Lender and the Borrower acknowledge and agree that no Yield Maintenance Amount shall be paid by the Borrower to such Lender in respect of any permanent repayment of Facility C that occurs pursuant to this Section.

Mandatory Repayment of Facility A – Currency Fluctuations.

Without limiting Section 3.6 or any other provision hereof, if, due to exchange rate fluctuations or for any reason whatsoever, the Canadian Dollar Amount of the principal amount of all Advances outstanding under Facility A shall, at any time, exceed the lesser of the Commitment for Facility A or the then current Facility A Borrowing Base (the amount of the excess being referred to herein as an "Excess Amount"), then within three Business Days of written notice from the Agent, SunOpta shall, at its option:

forthwith repay Loans and/or fund any Lender's obligations with respect to outstanding Bankers' Acceptances, Letters of Credit or Letters of Guarantee in an amount equal to or greater than such Excess Amount; or

provide cash collateral or such other security as the Agent may require in an amount equal to or greater than such Excess Amount which collateral shall remain in the Agent's possession until the Canadian Dollar Amount of the principal amount of all Advances outstanding under Facility A is equal to or less than the lesser of the Commitment for Facility A and the then current Facility A Borrowing Base whereupon such collateral shall be released by the Agent to SunOpta.

Notwithstanding any other provision of this Agreement, including any provision contemplating a Rollover or Conversion, whenever the Canadian Dollar Amount of the principal amount of all Advances outstanding under Facility A is in excess of the lesser of the Commitment for Facility A or the then current Facility A Borrowing Base, SunOpta shall (i) repay any USBR Loan or (ii) upon the maturity of any Banker's Acceptance, repay the Banker's Acceptance, and any repayments under clauses (i) and (ii) shall be applied in reduction of such Excess Amount.

Optional Prepayment and Acceleration – Facility C.

Optional Cancellation and Acceleration – Facility A and Facility B.

Payments Generally.

Taxes.

Payments. All payments to be made by or on behalf of the Borrowers under or with respect to this Agreement are to be made free and clear of and without deduction or withholding for, or on account of, any present or future Taxes, unless such deduction or withholding is required by Applicable Law. If a Borrower is required to deduct or withhold any Taxes from any amount payable to the Agent or any Lender (i) the amount payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to, and taking into account all Taxes on, or arising by reason of the payment of, additional amounts under this Section 6.2), the Agent or any Lender, as the case may be, receives and retains an amount equal to the amount that it would have received had no such deductions or withholdings been required, (ii) the Borrowers shall make such deductions or withholdings, and (iii) the Borrowers shall remit the full amount deducted or withheld to the relevant taxing authority in accordance with Applicable Laws. Notwithstanding the foregoing, but subject to what is stated below, the Borrowers shall not be required to pay additional amounts in respect of Excluded Taxes. For greater certainty and notwithstanding any other provision of this Agreement, if as a result of any Change in Law (as defined in the Provisions), a Borrower is then required to deduct or withhold any Taxes (other than Taxes imposed on the net income or the capital of the Agent or any Lender by any Governmental Authority as a result of the Agent or the Lender (A) carrying on a trade or business or having a permanent establishment in any jurisdiction in Canada or the United States or a political subdivision thereof, (B) being organized under the laws of such jurisdiction or any political subdivision thereof, or (C) being or being deemed to be resident in such jurisdiction or political subdivision thereof) from any amount payable to the Agent or a Lender, then such Taxes shall for all purposes be considered Indemnified Taxes (as defined in the Provisions) and the Borrower shall make such payments and deductions as are contemplated in clauses (i), (ii) and (iii) of this Section 6.2(a) and shall provide the indemnity as contemplated in Section 6.2(b) below.

Indemnity. The Borrowers shall indemnify the Agent and the Lenders for the full amount of any Taxes (other than Excluded Taxes) imposed by any jurisdiction on amounts payable by the Borrowers under this Agreement and paid by the Agent, or any Lender and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted, and any Taxes levied or imposed with respect to any indemnity payment made under this Section 6.2. The Borrowers shall also indemnify the Agent and the Lenders for any Taxes (other than Excluded Taxes) that may arise as a consequence of the execution, sale, transfer, delivery or registration of, or otherwise with respect to this Agreement or any other Document. The indemnifications contained in this Section 6.2(b) shall be made within 30 days after the date the Agent makes written demand therefor.

Evidence of Payment. Within 30 days after the date of any payment of Taxes by the Borrowers, the Borrowers shall furnish to the Agent the original or a certified copy of a receipt evidencing payment by the Borrowers of any Taxes with respect to any amount payable to the Agent and the Lenders hereunder.

Survival. The Borrowers' obligations under this Section 6.2 shall survive the termination of this Agreement and the payment of all amounts payable under or with respect to this Agreement.

No Set-Off.

Application of Payments Before Exercise of Rights.

firstly, in payment of any amounts due and payable as and by way of agency fees owing to the Agent for its services hereunder or in connection herewith;

secondly, in payment of any amounts due and payable as and by way of recoverable expenses hereunder or in connection herewith;

thirdly, in payment of any interest, other fees, or default interest then due and payable on or in respect of the Advances;

fourthly, in repayment of any principal amounts of the Advances; and

fifthly, in payment of any other amounts (including for greater certainty the Yield Maintenance Amount) then due and payable by the Borrowers hereunder or in connection herewith.

Application of Payments After Exercise of Rights Under Section 10.2.

firstly, in payment of agency fees, if any, and the reasonable costs and expenses of any realization against the Obligors and any and all other sureties and guarantors or of its or their respective property and assets, including the out-of- pocket expenses of the Agent and the Lenders and the reasonable fees and out-of- pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Agent in connection with the administration, and by the Agent and the Lenders in connection with the enforcement, of this Agreement or the other Documents, to the extent that those applicable funds, costs and expenses shall not have been reimbursed to the Agent and the Lenders; and

secondly, in payment of any interest, other fees, or default interest then due and payable on or in respect of the Advances;

thirdly, in repayment of any principal amounts of the Advances;

fourthly, in payment of any other amounts (including for greater certainty the Yield Maintenance Amount) then due and payable by any Borrower hereunder or in connection herewith; and

thereafter as the Agent and the Lenders may, subject to Applicable Law, determine in their discretion.

Security Documents.

by SunOpta: (i) Ontario law guarantee of the obligations of all Obligors (other than SunOpta) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta, including securities (or the equivalent) registered in every location where SunOpta has material assets; (iii) security under 427 of the Bank Act (Canada); (iv) a general assignment of book debts; (v) a first collateral charge, by way of debenture or other appropriate security (including a hypothec), over the real property located at 2838 Highway 7, Norval, Ontario and at 35 Rue du Parc, Scottstown, Quebec, (vi) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta; (vii) an offset agreement regarding cash balances; (viii) a securities pledge agreement; (ix) if applicable, an acknowledgment regarding existing security; (x) an assignment of any security that SunOpta may now or hereafter obtain from any other Person, and (xi) such other Security Documents as the Agent may reasonably request from time to time;

by 1510146 Ontario: (i) Ontario law guarantee of the obligations of all Obligors (other than 1510146 Ontario) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of 1510146 Ontario, including securities (or the equivalent) registered in every location where 1510146 Ontario has material assets; (iii) a general assignment of book debts; (iv) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of 1510146 Ontario; (v) an offset agreement regarding cash balances; (vi) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by LP: (i) Illinois law guarantee of the obligations of all Obligors (other than LP) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of LP, including securities (or the equivalent) registered in every location where LP has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of LP, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vi) such other Security Documents as the Agent may reasonably request from time to time;

by ULC: (i) Ontario law guarantee of the obligations of all Obligors (other than ULC) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of ULC, including securities (or the equivalent) registered in every location where ULC has material assets; (iii) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of ULC; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vi) such other Security Documents as the Agent may reasonably request from time to time;

by LLC: (i) Illinois law guarantee of the obligations of all Obligors (other than LLC) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of LLC, including securities (or the equivalent) registered in every location where LLC has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of LLC, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vi) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Food Group: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Food Group) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Food Group, including securities (or the equivalent) registered in every location where SunOpta Food Group has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Food Group, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances;(v) if applicable, an acknowledgment regarding existing security; and (vi) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Fruit: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Fruit) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Fruit, including securities (or the equivalent) registered in every location where SunOpta Fruit has material assets; (iii) a first collateral charge, by way of debenture or other appropriate security (including a mortgage and security agreement with assignment of rents), over the real property owned by SunOpta Fruit, (iv) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Fruit, indicating the Agent and/or the Lenders as loss payee; (v) an offset agreement regarding cash balances; (vi) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Aseptic: (i) Illinois law guarantee of the obligations of all Obligors (other than Aseptic) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Aseptic, including securities (or the equivalent) registered in every location where Aseptic has material assets; (iii) a first collateral charge, by way of debenture or other appropriate security (including a mortgage and security agreement with assignment of rents), over the real property owned by Aseptic; (iv) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Aseptic, indicating the Agent and/or the Lenders as loss payee; (v) an offset agreement regarding cash balances; (vi) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Sunrich: (i) Illinois law guarantee of the obligations of all Obligors (other than Sunrich) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Sunrich, including securities (or the equivalent) registered in every location where Sunrich has material assets; (iii) a first collateral charge, by way of debenture or other appropriate security (including a mortgage and security agreement with assignment of rents), over the real property owned by Sunrich; (iv) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Sunrich, indicating the Agent and/or the Lenders as loss payee; (v) an offset agreement regarding cash balances; (vi) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Marathon: (i) Ontario law guarantee of the obligations of all Obligors (other than Marathon) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Marathon, including securities (or the equivalent) registered in every location where Marathon has material assets; (iii) a general assignment of book debts; (iv) a first collateral charge by way of debenture or other appropriate security, over real property owned by Marathon; (v) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Marathon; (vi) an offset agreement regarding cash balances; (vii) if applicable, an acknowledgment regarding existing security; and (viii) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Ingredients: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Ingredients) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Ingredients, including securities (or the equivalent) registered in every location where SunOpta Ingredients has material assets; (iii) a first collateral charge, by way of debenture or other appropriate security (including a mortgage and security agreement with assignment of rents), over the real property owned by SunOpta Ingredients (iv) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Ingredients, indicating the Agent and/or the Lenders as loss payee; (v) an offset agreement regarding cash balances; (vi) a patent collateral agreement; (vii) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Drive: (i) Ontario law guarantee of the obligations of all Obligors (other than Drive) owing to Lender, (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Drive, including securities (or the equivalent) registered in every location where Drive has material assets, (iii) an assignment of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Drive, (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Global: (i) Illinois law guarantee of the obligations of all Obligors (other than Global) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of Global, including securities (or the equivalent) registered in every location where Global has material assets (iii) a first collateral charge by way of debenture or other appropriate security (including a mortgage and security agreement with assignment of rents), over the real property owned by Global (iv) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of Global, indicating the Agent and/or the Lenders as loss payee; (v) an offset agreement regarding cash balances; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Holdings: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Holdings) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Holdings, including securities (or the equivalent) registered in every location where SunOpta Holdings has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Holdings, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Financing: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Financing) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Financing, including securities (or the equivalent) registered in every location where SunOpta Financing has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Financing, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by SunOpta Financing 2007: (i) Illinois law guarantee of the obligations of all Obligors (other than SunOpta Financing 2007) owing to the Lenders; (ii) a general security agreement creating a security interest in all of the personal property, assets and undertaking of SunOpta Financing 2007, including securities (or the equivalent) registered in every location where SunOpta Financing 2007 has material assets; (iii) a certificate in respect of all insurance policies, including but not limited to fire and all perils insurance on real property and policies insuring the assets of SunOpta Financing 2007, indicating the Agent and/or the Lenders as loss payee; (iv) an offset agreement regarding cash balances; (v) if applicable, an acknowledgment regarding existing security; and (vii) such other Security Documents as the Agent may reasonably request from time to time;

by Mexico: (i) Ontario law guarantee of the obligations of all Obligors (other than Mexico) owing to the Lenders, and (ii) a consent to the pledge of Mexico's shares/participation interests to the Agent and/or the Lenders;

by Servicios: (i) Ontario law guarantee of the obligations of all Obligors (other than Servicios) owing to the Lenders, and (ii) a consent to the pledge of Servicios shares/participation interests to the Agent and/or the Lenders;

each relevant Lender's standard form Bankers' Acceptances in blank in accordance with Section 3.9(f); and

such blocked account or lockbox agreements or other documents or instruments as may be required pursuant to Section 7.2.

Collateral Proceeds.

Further Assurances.

Additional Obligors. The Borrowers shall cause any North American Included Subsidiary (other than Mexico and Servicios as of the date hereof in respect of the documents contemplated below) to sign an Additional Obligor Counterpart and execute and deliver, to the extent such Included Subsidiary is permitted to do so by the law applicable to it, a guarantee unlimited as to amount, substantially similar to the guarantees executed by the Obligors, supported by:

a general security agreement or the equivalent, substantially similar to the general security agreements executed by the Obligors, creating a security interest in all its personal property, assets and undertaking, including securities registered in every location where such Included Subsidiary has material assets;

a charge (or the equivalent) of such Included Subsidiary creating a fixed charge on all such Included Subsidiary's real property registered against title to such property;

Further Documents. Upon request of the Agent or the Unanimous Lenders, the Obligors or any of them shall, to the extent permitted by law applicable to it, execute and deliver, or shall cause to be executed and delivered, to the Agent such further documents or instruments and shall do or cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Agent or the Unanimous Lenders in its or their sole and absolute discretion, to secure the Obligations, including, without limitation, executing and delivering or causing to be executed and delivered such further documents or instruments to give the Lenders a first priority security interest in any and all property and assets now or hereafter acquired by any Obligor, subject to any Permitted Liens.

the mortgage being granted by Aseptic over the real property municipally known as 26 Annette Street, Heuvelton, New York is only being granted to secure the term loan obligations of the Borrower under Facility C and will not secure the revolving operating loan obligations of the Borrowers under Facility A and Facility B; and

all mortgages being granted by the relevant Obligors over real property located in North Dakota (namely, real property municipally known as 896 22^nd Street, Wahpeton, ND and 121 South 3^rd Street, Wahpeton, ND) do and will not charge any of such property in favour of EDC.

Delivery of Documents. The Agent shall have received Sufficient Copies, in form and substance satisfactory to the Agent of the following:

this Agreement duly executed by all the parties hereto;

each Security Document and all other Documents duly executed by all the parties thereto;

timely notice as may be required by any term of this Agreement in connection with any action to be taken thereunder;

a Certificate of each Obligor dated the Closing Date certifying:

that its constating documents and the by-laws, which shall be attached thereto, are complete and correct copies and are in full force and effect;

all resolutions and all other authorizations necessary to authorize the execution and delivery of and the performance by it of its obligations under this Agreement, the Security Documents and the other Documents to which it is a party and all the transactions contemplated thereby; and

all representations and warranties contained in this Agreement are true and correct as if made on the date of the Certificate;

opinions of applicable Canadian, Mexican and United States counsel to the Obligors, addressed to the Agent and each Lender and counsel to the Agent with respect to, inter alia, due authorization, execution, delivery and enforceability of the Documents executed by the Obligors;

a current borrowing base certificate in respect of Facility A in the form attached hereto as Schedule W-1 (the "Facility A Borrowing Base Certificate") from SunOpta showing the computation of the Facility A Borrowing Base, and a current borrowing base certificate in respect of Facility B in the form attached hereto as Schedule W-2 (the "Facility B Borrowing Base Certificate") from SunOpta Food Group showing the computation of the Facility B Borrowing Base, in each case in reasonable detail as of the close of business not earlier than three Business Days prior to the making of the initial Advance hereunder;

Minimum Excess Availability. The Agent shall have determined that immediately after (i) giving effect to the making of the initial Advance hereunder, (ii) the payment or reimbursement by the Borrowers to the Agent of all closing costs and expenses and the payment of all other transactional costs incurred in connection with the transactions contemplated hereby, and (iii) all other application of the initial proceeds hereunder (provided that applicable accounts payable of the Borrowers are not greater than 30 days past due), on a one day test basis, (i) the Excess Availability in respect of Facility A shall be no less than 15% of the Facility A Commitment and (ii) the Excess Availability in respect of Facility B shall be no less than 15% of the Facility B Commitment.

Payout and Discharge. All funds owed by the Obligors to those creditors identified (based upon information provided by any Obligor) by the Agent shall be repaid in full and all Liens and/or security registrations made in favour of such creditors shall be discharged or the Agent shall have received an undertaking from such creditors to discharge all such Liens and/or security registrations in form and substance satisfactory to the Agent or the Agent, as applicable.

Registration of Security Documents. All registrations, recordings and filings of or with respect to the Security Documents which in the opinion of counsel to the Agent are necessary to render effective the Lien intended to be created thereby shall have been completed.

Fees. All fees payable in accordance with this Agreement on or before the Closing Date (including legal fees and expenses of the Agent and any agency, upfront or work fee payable to the Agent or the Lenders hereunder or otherwise) shall have been paid to the Agent or shall be paid from the first Advance hereunder or debited from an account of a Borrower.

Appraisals and Field Examinations. The Agent and the Lenders shall have received such appraisals, field examination reports and certifications as they may require in order to satisfy the Lenders as to the value of the Collateral, the financial condition of the Obligors, and the lack of material contingent liabilities of the Obligors.

Due Diligence. The Agent and the Lenders shall have completed, with results satisfactory to them, their business, legal and accounting due diligence with the respect to the Obligors and their property, including without limitation, the value of the Collateral (as evidenced by such field examination reports and inventory, fixed asset, real estate and other appraisals and certifications as may be required by the Agent or the Lenders), the financial condition of the Obligors (including the review by the Agent and Lenders of the financial statements and cash flow and hedging strategies of the Obligors as may be required by the Agent or the Lenders), the corporate and debt structure and organizational documents of the Obligors, environmental issues, material contracts, litigation, environmental issues and key management contracts;

Market Change. No material adverse change or material disruption of the financial, banking or capital markets shall have occurred and be continuing, in each case, determined by the Agent in its sole and absolute discretion.

Material Adverse Change. No Material Adverse Change shall have occurred since June 26, 2009 with respect to the Obligors.

Existing Debt. The Lenders shall have reviewed the Obligors' existing Debt and Subordinated Debt obligations, with results satisfactory to the Lenders.

No Default. No Default or Event of Default shall exist.

Representations Correct. The representations and warranties contained in Section 2.1 shall be true and correct on each Drawdown Date, Issuance Date, Rollover Date or Conversion Date as if made on that date except for those which are affected by any change or changes after the date hereof of which a Borrower has notified the Agent in writing, provided such changes do not constitute a Default or an Event of Default.

Notice of Advance. The Borrowers shall have provided any notice required in respect of an Advance, Rollover or Conversion.

Facility A and Facility B Advances. SunOpta and SunOpta Food Group, as applicable, shall have provided the Agent with all Borrowing Base Certificates and other evidence relating to Facility A Borrowing Base, the Facility B Borrow Base and Excess Availability as the Agent may require in accordance with the terms hereof.

Certain Advances. Each applicable Borrower executing and delivering to the relevant Lender or the Agent customary documentation required by such Lender or the Agent, as applicable, from time to time for purposes of extending Advances by way of Letter of Credit, Letter of Guarantee, Bankers' Acceptance and Hedge Contracts.

No Material Adverse Change. No Material Adverse Change shall have occurred since the Closing Date with respect to the Obligors.

Corporate Existence. It shall do or cause to be done all things necessary to keep in full force and effect its existence and all rights, trade-marks, licenses and qualifications required for it to carry on its businesses and own, lease or operate its properties in each jurisdiction in which it carries on business or owns, leases or operates property or assets from time to time unless failure does not have a Material Adverse Effect.

Insurance. It shall maintain insurance on its properties and assets and for the operation of its businesses in such amounts and against such risks as would be customarily obtained and maintained by a prudent owner of similar properties and assets operating a similar business, including appropriate liability insurance, business interruption insurance and third party liability insurance. It shall provide copies of those policies to the Agent which policies shall be satisfactory to the Agent. Each insurance policy shall include an endorsement whereby the insurers agree to give the Agent on behalf of the Lenders not less than 30 days notice of the cancellation of the policy of insurance and permit the Agent on behalf of the Lenders to cure any default which may exist under the policy. It shall name the Agent, as loss payee or additional insured as its interest may appear in all of its policies of insurance or otherwise assure the Agent of the availability of continuing coverage in a manner satisfactory to the Agent and all real property policies shall contain such standard mortgage clauses as the Agent shall require for the Lenders' protection. In addition, it shall notify the Agent forthwith on the happening of any loss or damage in excess of US$150,000 and shall furnish at its expense all necessary proofs and do all necessary acts to enable it or the Agent, as applicable subject to Section 5.2(c) hereof, to obtain payment of the insurance monies and apply the same in accordance with Section 5.2(c) hereof.

Compliance with Laws, etc. It shall comply with all Applicable Laws and all Government Approvals required in respect of its businesses, properties, the Collateral, or any activities or operations carried out thereon including health, safety and employment standards, labour codes and Environmental Laws unless such non-compliance does not have a Material Adverse Effect. If required by the Agent, it shall deliver to the Agent evidence satisfactory to the Agent concerning such applicable compliance with all Applicable Laws and Government Approvals.

Government Approvals. It shall obtain (to the extent not in existence on the date of this Agreement) and maintain, by the observance and performance of all obligations thereunder and conditions thereof, all Government Approvals required for it to carry on its businesses unless such failure does not have a Material Adverse Effect.

Conduct of Business. It shall: (i) conduct its business and the operation of its property in a proper and efficient manner and keep proper books of account and records with respect to the operation of its business and the operation of its property; (ii) diligently maintain, repair, use and operate its property and premises in a proper and efficient manner; (iii) maintain its physical assets in good condition so that each asset may be used at all times for the purpose for which it was intended; and (iv) perform all of its material obligations under the terms of each mortgage, indenture, security agreement and other debt instrument by which it is bound.

Collection of Account Receivables. It shall collect, handle, administer and otherwise deal with its Accounts Receivable and other Collateral, as applicable, in accordance with, and shall otherwise comply with, the following provisions (and for greater certainty acknowledges and agrees to the rights and remedies of the Agent set forth therein):

Upon the occurrence of an Event of Default that is continuing and whether or not the Agent has exercised any or all of its rights under other provisions of this Agreement, (A) in the event the Agent requests the Obligors to do so, all instruments and chattel paper at any time constituting part of the Accounts Receivables or any other Collateral (including any post-dated cheques) shall, upon receipt by any Obligor, be immediately endorsed to and deposited with the Agent; and (B) but provided the Agent shall have exercised its rights under any blocked account agreement contemplated by Section 7.2, the Obligors shall instruct all customers and account debtors to remit all payments in respect of Accounts Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent, as applicable, and which are maintained at post office(s) specified by the Agent from time to time.

Upon the occurrence of an Event of Default that is continuing and whether or not the Agent has exercised any or all of its rights under other provisions of this Agreement, and without prejudice to any other right or remedy available to the Agent at law or in equity, the Agent or its designee may notify the Obligors' customers and account debtors at any time that Accounts Receivable or any other Collateral have been assigned to the Agent or of the Agent's security interest and Lien therein, and either in its own name, or the applicable Obligors' name, or both, demand, collect (including, without limitation, through a blocked account analogous to that described in Section 9.1(f)(i)(B) above), receive, receipt for, sue for, compound and give acquittance for any or all amounts due or to become due on Accounts Receivable or any other Collateral, and in the Agent's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect or realize upon the security interest and Lien of the Agent in the Accounts Receivable or any other Collateral. Each Obligor hereby irrevocably constitutes and appoints the Agent (and all Persons designated by Agent) as such Obligor's true and lawful attorney for the purposes provided in this Section.

Inventory. It shall maintain, keep, preserve, use, consume, sell or otherwise deal with Inventory in accordance with, and shall otherwise comply with, the following provisions (and for greater certainty acknowledges and agrees to the rights and remedies of the Agent set forth therein):

Payment. It shall duly and punctually pay or cause to be paid all sums of money due and payable by it under this Agreement and the other Documents on the dates, at the places and in the currency and the manner set forth herein and therein.

Litigation. It shall (i) promptly give notice to the Agent of any litigation, suit, action, proceeding or dispute, threatened or commenced it, whether before or by any court, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind which either individually or in the aggregate exceed $150,000 in claims, or which otherwise, if adversely determined, could reasonably be expected to have a Material Adverse Effect on it or the other Obligors, (ii) advise the Agent of the extent to which any adverse determination is covered by insurance, (iii) provide all reasonable information requested by the Agent concerning the status of any litigation, proceeding or dispute, and (iv) use reasonable efforts to bring about a reasonable, favourable and speedy resolution or disposition of the litigation, proceeding or dispute.

Pay Claims and Taxes. It shall promptly pay and discharge, when due, all Taxes charged to or payable by it and all obligations which may result in Liens (other than Permitted Liens) on its properties or assets unless the relevant Tax or obligation is being actively and diligently contested in good faith by appropriate proceedings and is adequately reserved against in accordance with GAAP. It shall notify the Agent of each contest promptly upon forming the intention to contest the relevant payment, Tax or obligation.

Notice of Default or Material Adverse Change. It shall, upon obtaining knowledge thereof, provide to the Agent as soon as practicable, and in any event within one Business Day after obtaining that knowledge, notice of any Material Adverse Change, Default or Event of Default, together with an officer's Certificate setting forth the details of any such Material Adverse Change, Default or Event of Default and the action taken or to be taken to remedy it.

Other Reports and Filings. Promptly upon transmission thereof it shall deliver to the Agent copies of all financial information, statutory audits, proxy materials and other information and reports, if any, which it (i) has filed with the Securities and Exchange Commission or any governmental agencies substituted therefor or with the Ontario Securities Commission or any securities regulatory authority or any other equivalent governmental agencies in any state, province or territory of Canada or the United States of America, (ii) has delivered to holders of, or any agent or trustee with respect to, its Debt in their capacity as such a holder, agent or trustee, or (iii) has delivered to any shareholder in its capacity as a shareholder.

Other Information. From time to time, it shall deliver to the Agent such other information or documents (financial or otherwise) as the Agent may reasonably request.

Books and Records. It will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities.

Inspections and Appraisals. It shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to visit and inspect any of the properties, corporate books and financial records of the Obligors, to examine and make copies of the books of accounts and other financial records of the Obligors, and to discuss the affairs, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two field examinations of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisals of the Obligors' Inventory in such Fiscal Year. Each such appraisal report shall be prepared by an appraiser acceptable to the Agent, and be in such format and contain such detail as the Agent may request. Subject to Sections 4.18 and 4.19, the costs and expenses incurred in conducting any such field examinations or in obtaining any such appraisal shall in each case be borne by the Borrowers (whether obtained by the Agent or by the Borrowers). The Borrower shall, at the Agent's request, provide, at the Borrower's expense, updated environmental questionnaires or checklists concerning activities and conditions affecting the real property owned, leased or operated by the Obligors and/or environmental reports prepared for the Borrower (and specifically authorizing the Agent and the Lenders to rely thereon) by an environmental consultant or an environmental engineering firm acceptable to the Lenders concerning any real property owned, leased or operated by the Obligors, but only if (i) the environmental questionnaires or checklists provided by the Borrower, or (ii) any notification or report from a Governmental Authority to an Obligor, or (iii) information otherwise becomes available to the Agent or the Lenders which, indicates that there is a material environmental problem with any such real property or any neighboring real property which could have an effect on such real property.

Verification. It shall from time to time to deliver to the Agent such evidence of the existence, identity and location of the Collateral and of its availability as Liens and collateral security pursuant hereto (including, without limitation, schedules describing all Accounts Receivables created or acquired by the Obligors, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered, together with the Obligors' warranty of the genuineness thereof, and reports stating the book value of Inventory by major category and location), in each case as the Agent may request on behalf of the Lenders. The Agent shall have the right to verify all or any part of the Collateral in any manner, and through any medium, which the Agent considers appropriate (including, without limitation, the verification of Collateral through an agent of the Agent), and the Obligors agree to furnish all assistance and information, and perform any acts, which the Agent, on behalf of the Lenders, may require in connection therewith. The Borrowers shall promptly notify the Agent of any Collateral which the Obligors have determined to have been rendered obsolete, stating the prior book value of such Collateral, its type and location. Notwithstanding the foregoing, if a Default or an Event of Default has occurred and is continuing, the Agent may act in its sole discretion.

First Priority. It will take all actions, sign all documents, effect all registrations and otherwise act so as to carry out the intent of this Agreement which is that the Liens created by the Security Documents are to rank first against all of its undertaking, property and assets subject only to Permitted Liens.

Location of Collateral and Offices. Without limiting Section 9.1(q) above, it shall cause the Collateral (except Inventory in transit) to remain in the possession or control of the applicable Obligor at the locations listed on Schedule I attached hereto, which Schedule may be updated from time to time upon prior notice by the Borrowers to the Agent and prior written approval of the Agent (collectively, the "Permitted Collateral Locations"). If for any reason any Collateral (except Inventory in transit) is at any time kept or located at a location other than a Permitted Collateral Location, the Agent shall nevertheless have and retain a Lien on and security interest therein. The applicable Obligor owns and shall at all times own all Permitted Collateral Locations, except to the extent otherwise disclosed on Schedule I.

Environmental Compliance. It will carry on all activities in material compliance with all Environmental Laws. It will not cause or permit the Release or storage of a Hazardous Substance in or under its properties except in compliance with all Environmental Laws. If it comes to its attention that it is not in material compliance with all applicable Environmental Laws, it will remedy that non- compliance promptly. If prompt remedy is not possible, it will notify the Agent immediately of the problem and describe in detail the action it intends to take to return to compliance with this Section 9.1(s).

Annual Meetings with Lenders. On or before April 30th in each Fiscal Year, it shall hold a meeting with the Lenders upon the request of the Agent at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Obligors and the Business Plan.

Auditors. It shall promptly give notice to the Agent of a change in its Auditors and the reasons for the change.

ERISA Matters. It will maintain each ERISA Plan in compliance in all material respects with all requirements of Applicable Law. It will promptly notify the Agent on becoming aware of (a) the institution of any steps by any Person to terminate any US Pension Plan, (b) the failure of any Obligor to make a required contribution to any US Pension Plan if such failure is sufficient to give rise to an Encumbrance under Section 302(f) of ERISA, (c) the taking of any action with respect to a US Pension Plan which is reasonably likely to result in the requirement that any Obligor furnish a bond or other security to the US Pension Benefit Guaranty Corporation under ERISA or such US Pension Plan, or (d) the occurrence of any event with respect to any ERISA Plan which is reasonably likely to result in any Obligor incurring any material liability, fine or penalty, and in the notice to the Agent thereof, provide copies of all documentation relating thereto.

Limitation on Liens. It shall not directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any material part of its property or assets, whether now owned or hereafter acquired, other than Permitted Liens. The ability of the Obligors to incur or suffer to exist Permitted Liens is not to be construed as a subordination, constructive or otherwise, of the Liens granted to the Agent on behalf of the Lenders to such Permitted Liens.

Disposition of Assets. It shall not sell, lease, transfer, assign, convey or otherwise dispose of any of its properties or assets except in the ordinary course of business and in accordance with the terms of provision hereof (including Sections 5.2, 9.1(f) and 9.1(g)). Notwithstanding the foregoing and for greater certainty, each applicable Obligor may, without the consent of any Lenders, sell, transfer, assign, convey or otherwise dispose of shares or equity interests that it owns in the capital of (i) any Excluded Subsidiary (other than Opta Minerals Inc.), and (ii) Opta Minerals Inc. provided that any such sale, transfer, assignment, conveyance or other disposition of the shares of Opta Minerals Inc. shall, at the time of the closing and consummation of any such transaction or transactions, be for consideration, on a price per share basis, which is at least equal to the greater of (A) the then current share price for shares of Opta Minerals Inc. listed on the Toronto Stock Exchange, and (B) two Dollars (Cdn$2.00) per share. Each Obligor acknowledges and agrees that all proceeds received by an Obligor in respect of the sale, transfer, assignment, conveyance or disposition of the shares of or the equity interests in an Excluded Subsidiary shall be remitted forthwith to the Agent and shall be applied (unless otherwise agreed by the Majority Lenders in their sole discretion) to repay the then outstanding principal amounts of Advances under Facility A and Facility B and, for greater certainty, such amounts may be reborrowed subject to the Advance provisions of this Agreement. Nothing in this Agreement or any other Document shall restrict or prohibit any Excluded Subsidiary from selling any or all of its assets.

Settlement on Receivables. Subject to the following, it shall not settle or adjust disputes and claims in respect of any Account Receivable, except that, unless and until an Event of Default occurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Obligors in the ordinary course of its business as presently conducted; provided that, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Agent and held by the Obligors as trustee for the Agent and shall remain part of the Collateral. Unless and until an Event of Default occurs, each of the Obligors may settle and adjust disputes and claims in respect of Accounts Receivable with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which it in good faith considers advisable; and, during the existence of any Event of Default, unless the Agent requests otherwise, the Borrower shall notify the Agent promptly of all returns and recoveries of merchandise or other goods and, on the Agent's request, deliver any such merchandise or other goods to the Agent. During the existence of any Event of Default, unless the Agent requests otherwise, the Borrowers shall also notify the Agent promptly of all disputes and claims relating to merchandise and goods and settle or adjust them at no expense to the Agent or the Lenders, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Obligors without the Agent's consent. The Agent may, at all times during the existence of any Event of Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable.

Consolidations and Mergers. It shall not merge, consolidate, amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favour of any Person, except that any Obligor may merge, amalgamate with, or dissolve or liquidate into, any other Obligor (so long as it remains an Obligor), provided that in any such transaction, other than an amalgamation, the Obligor shall be the continuing or surviving corporation.

Limitation on Debt. It shall not create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Debt (including Subordinated Debt) in excess of US$3,000,000 in the aggregate during the term of this Agreement, except: (i) Debt incurred pursuant to this Agreement; (ii) Debt consisting of Contingent Obligations described in clause (b) of the definition thereof and permitted pursuant to Section 9.2(h); (iii) Debt and Subordinated Debt existing on the date of the Closing Date as set forth in Schedule R and Schedule AA, respectively; (iv) Debt secured by or which could be secured by Permitted Liens; (v) Debt for amounts payable to suppliers, employees, Governmental Authorities and others in the ordinary course of business; (vi) unsecured Debt to an Obligor; and (vii) Banking Product Debt.

Transactions with Affiliates or Associates. It shall not enter into any transactions with any Affiliate or Associate of it, except: (i) as expressly permitted by this Agreement or listed on Schedule S hereto; or (ii) in the ordinary course of business and pursuant to the reasonable requirements of its business; and, in the case of clause (ii), upon fair and reasonable terms no less favourable to it than would obtain in a comparable arm's-length transaction with a Person which is not its Affiliate or Associate; or (iii) with another Obligor or other Obligors.

Management Fees and Compensation. It shall not pay any management, consulting or similar fees to any Affiliate (other than an Obligor or Obligors) or to any officer, director or employee of it or any Affiliate except (i) payment of reasonable compensation and expense reimbursement to officers and employees for actual services rendered to, and expenses incurred for, it in the ordinary course of business, and (ii) payment of directors' fees and reimbursement of actual out- of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate for the Obligors with respect to all such items US$500,000 in any Fiscal Year provided that no such payment shall be made if a Default or an Event of Default is outstanding or if the making of such payment will result in a Default or an Event of Default.

Contingent Obligations. It shall not create, incur, assume or suffer to exist any Contingent Obligations, other than in respect of the Obligations except: (i) endorsements for collection or deposit in the ordinary course of business; (ii) Contingent Obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations; (iii) Contingent Obligations arising with respect to customary indemnification obligations in favour of purchasers in connection with dispositions permitted under Section 9.2(b) or sale of Inventory in the ordinary course; and (iv) Contingent Obligations relating to letters of credit and letters of guarantee issued at the request of an Obligor up to the aggregate outstanding amount of US$2,000,000. The foregoing permission to incur Contingent Obligations is not consent for any Obligor to honour those Contingent Obligations if otherwise restricted or prohibited by this Agreement.

Restricted Payments. It shall not (i) declare or make any payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its capital stock, partnership interests, membership interests or other equity securities (except that any Obligor may declare and pay dividends or make any other distributions or payments to another Obligor (so long as it remains an Obligor)), or (ii) purchase, redeem or otherwise acquire for value any of its, or any of its Affiliates', shares of capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such interests or securities now or hereafter outstanding.

Change in Business. It shall not engage in any material line of business substantially different from those lines of business carried on by it on the date hereof and it shall not change (to a new location outside of Canada or the United States) the location from which such line of business is carried on by it or the location (to a new location outside of Canada or the Untied States) of its chief executive office, all as described in Schedule C.

Change in Structure. It shall not make any changes in its equity capital structure (including a change in the terms of its outstanding equity securities), or amend its constating documents (including any shareholder agreement), except as necessary to effect transactions permitted under Section 9.2(d).

Accounting Changes. It shall not make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change its Fiscal Year.

Material Contracts. It shall not (i) cancel or terminate any Material Contract; (ii) waive any default or breach under any Material Contract; (iii) amend or otherwise modify any Material Contract; or (iv) take any other action in connection with any Material Contract, that would, in each case, have a Material Adverse Effect.

Limitation on Sale and Leaseback Transactions. Unless in compliance with Section 5.2(b) hereof, it will not, directly or indirectly, enter into any sale and leaseback transaction with respect to any property or assets (whether now owned or hereafter acquired).

Loans and Investments. It will not, without the prior written approval of the Agent and the Majority Lenders, (i) purchase or acquire, or make any commitment to purchase or acquire, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, including, without limitation, the establishment or creation of a Subsidiary, or (ii) make or commit to make any acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation, amalgamation or other combination or (iii) make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate or make any payments in respect thereof (the items described in clauses (i), (ii), and (iii) are referred to as "Investments"), except for: (A) Investments in cash and Cash Equivalents; (B) extensions of credit by one Obligor to another Obligor (so long as it remains an Obligor), as the case may be and interest and other payments made in connection with such extensions of credit; (C) extensions of credit which constitute trade receivables in the ordinary course of business; and (D) Permitted Investments.

Use of Cash. Use any cash on deposit with BMO or the Agent which is subject to an offset agreement in breach of any term or covenant contained in this Agreement or any other Document.

Location of Assets in Other Jurisdictions. It will not, except for any property being delivered to a customer in the ordinary course of business of such Obligor as part of the performance of its obligations, or the provision of its services, to such customer under a contract or arrangement entered into with such customer in the ordinary course of business of such Obligor, acquire any property outside of the jurisdictions identified in Schedule I, move its chief executive office from the jurisdiction identified in Schedule I or move any property from one jurisdiction to another jurisdiction where the movement of such property or office would cause the Security over such property to cease to be perfected under Applicable Law, or knowingly suffer or permit in any other manner any of its property to not be subject to the Security or to be or become located in a jurisdiction as a result of which the Security over such property is not perfected, unless (x) the Obligor has first given 30 days prior written notice thereof to the Agent and (y) the applicable Obligor has first executed and delivered to the Agent all Security Documents and all financing or registration statements in form and substance satisfactory to the Agent which the Agent or its counsel, acting reasonably, from time to time deem necessary or advisable to ensure that the Security Documents at all times constitute a perfected first priority Lien (subject only to Permitted Liens) over such property notwithstanding the movement or location of such property as aforesaid together with such supporting certificates, resolutions, opinions and other documents as the Agent may deem necessary or desirable in connection with such security and registrations.

Loans to Excluded Subsidiaries. It will not make loans or advance funds or make or increase, as the case may be, any equity investment in any Excluded Subsidiary including without limitation in any of Opta Minerals Inc., Bio Process, Temisca Inc., Opta Minerals (USA) Inc., Virginia Materials Inc., International Materials and Supplies Inc. MTI01-2006 Inc, Magnesium Technologies Corporation, OPM01-2006 Inc., BIMAC Inc. and The Organic Corporation B.V.

Capital Expenditures. It will not incur Capital Expenditures in excess of, in the aggregate:

during the Fiscal Year ending December 31, 2009, the sum of US$17,500,000;

during the Fiscal Year ending December 31, 2010, the sum of US$20,000,000; and

during each subsequent Fiscal Year, the sum of US$10,000,000 or such greater amount as may be approved by the Lenders in writing in their sole discretion in respect of such Fiscal Year.

Maximum Class Action Payments. It will not use proceeds from Facility A or Facility B to pay more than US$2,000,000 to settle, or pay any judgment arising from Ontario court action (Court File No. 57453CP in the Ontario Superior Court of Justice) or United States court action (Master File No. 1:08-CV-00933-PAC, proceeding in the United States District Court for the Southern District of New York) involving John O'Neil as plaintiff, in excess of insurance proceeds relating to such actions(s) plus legal fees, disbursements, and taxes thereon with respect to such action(s).

Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio of the Consolidated Borrower shall be:

greater than or equal to 0.60:1.00 on the Closing Date and at all times thereafter until March 30, 2010;

greater than or equal to 0.90:1.00 on March 31, 2010 and at all times thereafter until August 30, 2010; and

greater than or equal to 1.00:1.00 on August 31, 2010 and at all times thereafter.

Total Liabilities to Tangible Net Worth. The Consolidated Borrower shall at all times maintain a ratio of Total Liabilities at such time to Tangible Net Worth of not greater than 2.00:1.00.

Interest Coverage Ratio. The Interest Coverage Ratio of the Consolidated Borrower shall be:

greater than or equal to 1.80:1.00 as of September 30, 2009 and at all times thereafter until June 29, 2010; and

greater than or equal to 2.00:1.00 as of June 30, 2010 and at all times thereafter.

Calculation of Ratios, etc. The Fixed Charge Coverage Ratio and the ratio of Total Liabilities to Tangible Net Worth shall each be calculated monthly as of the last day of each month based on the then most recent period of twelve fiscal months completed and ending on or immediately prior to such day. The Funded Debt to EBITDA Ratio (which, for greater certainty, shall be used for purposes of determining the Facility C Interest Premium applicable to Facility C pursuant to Section 4.4 of this Agreement) and the Interest Coverage Ratio shall each be calculated quarterly as at the last day of each Fiscal Quarter based on the then most recent period of four Fiscal Quarters ending on such day.

Changes to GAAP. Upon the occurrence of any change in GAAP, the Majority Lenders will adjust the ratios set out in this Section 9.3 as may be required in the circumstances; provided the Borrowers concur with such adjustments. If the Borrowers do not concur, the Borrowers shall provide the Agent with a reconciliation to GAAP before such change, the ratios shall not be adjusted and compliance or non-compliance shall be determined based on GAAP before such change.

Weekly Borrowing Base Certificates. As soon as available, and in any event no later than five Business Days after the last Business Day of each calendar week, a Borrowing Base Certificate showing the computation of each of the Facility A Borrowing Base and the Facility B Borrowing Base in reasonable detail as of the close of business on the last day of the immediately preceding calendar week, together with such other information as is therein required, prepared by SunOpta in respect of the Facility A Borrowing Base and by SunOpta Food Group in respect of the Facility B Borrowing Base and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers;

Monthly Financial Statements and Compliance Certificates. As soon as available, and in any event within 30 Business Days after the end of each month (subject to what is stated below regarding the months of March, June, September and December each year), a copy of the unaudited consolidated balance sheet of the Consolidated Borrower as of the last day of such month and the consolidated statements of income, retained earnings and cash flows of the Consolidated Borrower for such month and for the fiscal year-to-date period then ended, together with schedules presenting the consolidated financial statements of the Borrowers as at the end of such month (including balance sheets and income statements) in respect of each Obligor's income and cash flows (and showing all adjustments made to prepare such balance sheets and statements), each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year as well as showing in comparative form the year-to-date comparisons to the current Business Plan, prepared by the Borrowers in accordance with GAAP and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers, accompanied by a duly completed Compliance Certificate as of the last day of such month. For the months of March, June, September and December of each year, the financial information referred to above shall be provided in draft form within 30 Business Days after the end of each relevant month with the final financial information referred to above for such months to be provided within 45 Business Days after the end of each relevant month;

Monthly Reports of Accounts Receivable/Payable and Inventory. As soon as available, and in any event within 30 Business Days after the end of each month (or more frequently if requested by the Agent), (i) an accounts receivable aging report prepared on an invoice date basis (including reconciliation of cash and accounts receivable), an accounts payable aging report and an inventory report, each in such format and detail as is required by the Agent, prepared by the Borrowers and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers;

Monthly Reconciliations of Accounts Receivable/Payable and Inventory.

Within 30 Business Days after the end of each month, monthly reconciliations of accounts receivable, inventory and accounts payable sub-ledgers to financial statements, prepared by the Borrowers and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers;

Monthly Priority Claims Reports. Within 30 Business Days after the end of each month, a prior claims and statutory deductions report in such format and detail as is required by the Agent, prepared by the Borrowers and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers;

Monthly Aggregate Net Hedging Position Reports. As soon as available, and in any event within 30 Business Days after the end of each month, a report of the aggregate net hedging position of the Borrowers with respect to their foreign exchange and commodity contracts in such format and detail as is required by the Agent, prepared by the Borrowers and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers;

Quarterly Financial Statements and Compliance Certificates. As soon as available, and in any event within 30 Business Days after the last day of each Fiscal Quarter, a copy in draft form, and as soon as available, and in any event within 45 Business Days after the last day of each Fiscal Quarter, a copy, in final form, of the unaudited consolidated balance sheet of the Consolidated Borrower (which shall also include, for purposes of the disclosure contemplated hereby, any Subsidiary of SunOpta, other than an Excluded Subsidiary, which has assets or revenues of less than $100,000 whose financial statements are, in accordance with GAAP, consolidated with SunOpta's financial statements) as of the last day of such Fiscal Quarter and the consolidated statements of income, retained earnings and cash flows of the Consolidated Borrower (which shall also include, for purposes of the disclosure contemplated hereby, any Subsidiary of SunOpta, other than an Excluded Subsidiary, which has assets or revenues of less than $100,000 whose financial statements are, in accordance with GAAP, consolidated with SunOpta's financial statements) for the Fiscal Quarter and for the fiscal year-to-date period then ended, together with schedules presenting the balance sheet of the Obligors as at the end of such Fiscal Quarter (including balance sheets and income statements) in respect of each Obligor of income and cash flows (and showing all adjustments made to prepare such balance sheet and statement), each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year as well as showing in comparative form the year-to-date comparisons to the current Business Plan, prepared by the Borrowers in accordance with GAAP and certified to, without personal liability, by the Chief Financial Officer (or an acceptable designate) of each of the Borrowers, accompanied by a duly completed Compliance Certificate as of the last day of such Fiscal Quarter, which such Compliance Certificate shall, for greater certainty and without limitation, provide a calculation of the Funded Debt to EBITDA Ratio;

Annual Audited Financial Statements. As soon as available, and in any event within 120 days after the last day of each Fiscal Year, a copy of (i) the audited consolidated balance sheet of SunOpta for such Fiscal Year and the consolidated and consolidating statements of income, retained earnings and cash flows of SunOpta for such Fiscal Year, and accompanying notes thereto, (ii) the audited unconsolidated balance of each Excluded Subsidiary for such Fiscal Year and the unconsolidated statements of income, retained earnings and cash flows of each such Excluded Subsidiary for such Fiscal Year, and accompanying notes thereto, and (iii) the compilation consolidated balance sheet of the Borrowers for such Fiscal Year and related statements of income, retained earnings and cash flows for such Fiscal Year, and accompanying notes thereto, in each case in reasonable detail showing in comparative form the figures for the previous Fiscal Year, and accompanied, in the case of the audited financial statements referred to above, by an unqualified opinion thereon of the Auditor to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the financial condition of SunOpta and the Excluded Subsidiaries, as applicable, as of the close of such Fiscal Year and the results of their operations and cash flows for the Fiscal Year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;

Annual Business Plan. Within 30 days after the end of each Fiscal Year, it will deliver to the Agent a Business Plan in form satisfactory to the Majority Lenders and consistent with past practice (including financial projections, Capital Expenditure budgets, budgeted statements of income and sources and uses of cash and balance sheets) prepared for (i) each calendar month of the then current Fiscal Year, and (ii) the then current Fiscal Year, in each case, prepared in reasonable detail with appropriate presentation and discussion of the principal assumptions upon which such projections and budgets are based, accompanied by the statement of the chief financial officer of each Obligor and Subsidiary to the effect that, to the best of his or her knowledge, the projections and budget are a reasonable estimate for the period covered thereby.

Management Letters. Promptly after the receipt thereof by any Obligor, it will deliver to the Agent, a copy of any "management letter" received by any Obligor from the Auditors.

Other Information. Such other information as the Agent or the Majority Lenders may reasonably request, including, without limitation, providing prompt written notice to the Agent of the aggregate negative net hedging position of the Obligors if the outstanding hedge contracts (including commodity contracts), on an aggregate basis, entered into by the Obligors (or any one or more of them) have an aggregate negative net hedging position which is greater than US$1,000,000 "out of the money" at any time.

Non-payment of Principal. Any Borrower fails to make when due, whether by acceleration or otherwise, any scheduled payment of principal required to be made under this Agreement or any other Document, or any Borrower fails to make when due any other non-scheduled payment or mandatory prepayment of principal and that failure to make when due any other non-scheduled payment or mandatory prepayment of principal continues for two Business Days after either the Borrower has become aware of such failure or the Agent has notified the Borrower of such failure.

Non-payment of Interest, Fees or Other Amounts. Any Obligor fails to make when due, whether by acceleration or otherwise, any payment of interest, fees, costs or any other payment under this Agreement or any other Document and that failure continues for three Business Days after either the Borrower has become aware of such failure or the Agent has notified the Borrower of such failure.

Breach of Covenants, etc. Any Obligor:

fails to perform or observe any term, condition, covenant or undertaking contained in Sections 7.2, 9.1, 9.2 or 9.4 and that failure, if capable of being remedied, is not remedied within 20 days after either the Borrower has become aware of its occurrence or the Agent has notified the Borrower of its occurrence;

fails to maintain any financial ratio set forth in Section 9.3(a), (b) and (c);

fails to bring any of its non-compliant real property into material compliance with applicable Environmental Laws as contemplated by Section 9.1(s) within a reasonable period which, in no event, shall exceed six months from the date of receipt by the Obligor of written notice from applicable Governmental Authorities or the Agent to do so;

fails to observe or perform any other term, condition, covenant or undertaking contained in any Document which is not otherwise specifically addressed in this Section 10.1(c) and which failure cannot be remedied; or

fails to observe or perform any other term, condition, covenant or undertaking contained in any Document which is not otherwise specifically addressed in this Section 10.1(c) and that failure, if capable of being remedied, is not remedied within 20 days after either the Borrower becoming aware of its occurrence or the Agent notifying the Borrower of its occurrence.

Cross-Default. With respect to any other Debt of any Obligor or Subsidiary:

demand is made of Debt in excess of US$1,000,000 (or the equivalent amount in any other currency) payable on demand, or default occurs in the payment thereof when due, whether by virtue acceleration or otherwise;

default occurs in the performance or observance of any obligation or condition with respect thereto and that default remains unremedied after any remedial period with respect thereto; or

any other event occurs with respect thereto;

and the effect of that default or other event is to accelerate the maturity of that Debt in excess of US$1,000,000 (or the equivalent amount in any other currency) or to permit the holder or holders thereof, or any trustee or agent for the holder or holders, to cause the Debt in excess of US$1,000,000 (or the equivalent amount in any other currency) to become due and payable prior to its expressed maturity and/or to realize on any security that may be held for such Debt in excess of US$1,000,000 (or the equivalent amount in any other currency).

Representations and Warranties. Any representation, warranty or statement which is made by any Obligor in any Document or which is contained in any certificate, written statement or written notice provided under or in connection with any Document or which is deemed to have been made is untrue or incorrect when made in any material respect, and that representation, warranty or statement, if capable of being corrected, is not corrected within 20 days of the date on which either the Borrower becomes aware of such breach or the Agent notifies the Borrower of such breach;

Execution. Judgments are made against the Obligors or any one of them in excess of US$500,000 (or the equivalent amount in any other currency) by any court of competent jurisdiction and (i) a writ, execution or attachment or similar process is levied against the property of any of them in respect of such judgment, or (ii) the judgment is not actively and diligently appealed and execution thereof stayed pending appeal within 30 days of the rendering of the judgment, or (iii) the judgment is not paid or otherwise satisfied within 30 days of the rendering of the judgment.

Invalidity and Contest. This Agreement or any of the other Documents, or any provision hereof or thereof, shall at any time after execution and delivery hereof or thereof, for any reason, cease to be a legal, valid and binding obligation of any Obligor, as applicable, or cease to be enforceable against any Obligor, as applicable, in accordance with its terms or shall be declared to be null and void, or the legality, validity, binding nature or enforceability of this Agreement or any other Document, or any provision hereof or thereof, shall be contested by any of the Obligors, as applicable, or any of the Obligors, as applicable, shall deny that it has any further liabilities or obligations hereunder or thereunder.

Government Approval. Any Government Approval required to enable any of the Obligors to conduct its business substantially as presently conducted or to perform its obligations under any Document is not obtained or is withdrawn or ceases to be in full force and effect and that required Government Approval cannot be acquired or reinstated within 30 days of the date on which the relevant Obligor knew or ought to have known the Government Approval was required or withdrawn and such failure has a Material Adverse Effect.

Voluntary Proceedings. Any Obligor:

institutes proceedings for substantive relief in any bankruptcy, insolvency, debt restructuring, insolvency reorganization, readjustment of debt, dissolution, liquidation, winding-up or other similar proceedings (including proceedings under the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada), the Companies' Creditors Arrangement Act (Canada), the United States Bankruptcy Code, the incorporating statute of the relevant corporation or other similar legislation), including proceedings for the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official with respect to the relevant corporation or all or any material part of its property or assets;

Involuntary Proceedings. If any third party in respect of any Obligor:

makes any application under the Companies' Creditors Arrangement Act

(Canada), the United States Bankruptcy Code or similar legislation in Canada or the United States of America;

files a proposal or notice of intention to file a proposal under the

Bankruptcy and Insolvency Act (Canada), the United States Bankruptcy Code or similar legislation in Canada or the United States of America;

institutes a winding-up proceeding under the Winding-up and Restructuring Act (Canada), the United States Bankruptcy Code, any relevant incorporating statute or any similar legislation in Canada or the United States of America;

presents a petition in bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any similar legislation in Canada or the United States of America; or

files, institutes or commences any other petition, proceeding or case under any other bankruptcy, insolvency, debt restructuring, insolvency reorganization, readjustment of debt, dissolution, liquidation, winding-up or similar law now or hereafter in effect, seeking bankruptcy, liquidation, reorganization, dissolution, winding-up, composition or readjustment of debt of any of them, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official for any of them, or any material part of any of their respective assets or any similar relief in Canada or the United States of America;

and if the application, filing, proceeding, petition or case is not contested by bona fide action on the part of the relevant Obligor and is not dismissed, stayed or withdrawn within 30 days of commencement thereof or if relief is granted against the relevant Obligor.

Creditor Action. Any secured creditor, encumbrancer or lienor, or any trustee, interim receiver, receiver, receiver and manager, administrative receiver, agent, bailiff or other similar official appointed by any secured creditor, encumbrancer or lienor, takes possession of, forecloses, seizes, retains, sells or otherwise disposes of, or otherwise proceeds to enforce security over, all or a substantial part of the assets of any Obligor or gives notice of its intention to do any of the foregoing.

Material Contracts. Any Obligor defaults in any material respect under any Material Contract and all applicable notice or cure periods under the Material Contract have expired and the default has not been cured or waived and such default has a Material Adverse Effect.

Change of Control Regarding Persons Other Than SunOpta. There occurs, directly or indirectly, a change after the Closing Date in the legal or beneficial ownership of any shares in the capital stock of any Obligor (other than SunOpta) such that SunOpta shall cease to own or control, directly or indirectly, shares or ownership interests of such Obligor or Subsidiary carrying voting rights sufficient to permit SunOpta to elect a majority of the members of the board of directors of such Obligor or Subsidiary.

Change of Control Regarding SunOpta. There occurs, directly or indirectly, a change after the Closing Date in the legal or beneficial ownership of any shares in the capital stock of SunOpta such that a Person or group of Persons acting in concert beneficially owns or controls 51% or more of the shares of SunOpta carrying voting rights.

Pension Plan. If any of the following events shall occur with respect to any Canadian Pension Plan or US Pension Plan: (i) the institution of any steps by any Obligor or any member of its Controlled Group or any applicable regulatory authority to terminate a Canadian Pension Plan or US Pension Plan (wholly or in part) if, as a result of such termination, any Obligor may be required to make an additional contribution to such Canadian Pension Plan or US Pension Plan, or to incur an additional liability or obligation to such Canadian Pension Plan or US Pension Plan, equal to or in excess of $1,000,000 or the equivalent thereof in another currency; or (ii) a contribution failure occurs with respect to any US Pension Plan sufficient to give rise to a lien or charge under Section 302(f) of ERISA or under any applicable pension benefits legislation in any other jurisdiction and such default has a Material Adverse Effect.

declare that the Total Commitment under each Credit Facility has expired and that the Lenders' obligations to make Advances have terminated; and

declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts (including without limitation the Yield Maintenance Amount contemplated below and calculated as the date of acceleration) required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document.

Payments by Agents

The following provisions shall apply to any and all payments made or to be made by the Agent to the Lenders:

the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;

if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall have no obligation to remit to each Lender any amount other than such Lender's Rateable Portion of the amount actually received by the Agent;

if any Lender has advanced more or less than its Rateable Portion of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;

if a Lender's Rateable Portion of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Rateable Portion has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to Section 12.1);

the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender under is entitled and such determination shall be deemed to be prima facie correct;

upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders under the relevant Credit Facility referred to herein;

Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent in respect of the relevant Credit Facility for value on the date in respect of which the Borrower has notified the Agent in writing that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay to each Lender its Rateable Portion of the payment expected from the Borrower. If the Agent has made such payments to the Lenders and the expected payment from the Borrower is in fact not received by the Agent on the required date, then each Lender which has received any such payment agrees to refund such payment to the Agent immediately upon request, and the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result of having made such payments to the Lenders, except for those arising from the Agent's negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this section shall be deemed to be prima facie correct.

The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by the Borrower with the Agent in order to make payments to the Lenders as contemplated herein. The Agent agrees to provide written notice to the Borrower of each such debit in reasonable detail. The Borrower shall be deemed to have agreed to each such debit unless the Borrower objects in writing to such debit within 30 days after receipt of such written notice from the Agent.

Decision-Making

Any amendment, waiver, discharge or termination with respect to this Agreement relating to the following matters shall be effective only if agreed between the relevant Borrower and the Unanimous Lenders (such amendment, waiver, discharge or termination, as applicable, having been approved by all of the Lenders pursuant to Section 12.7(j)):

Except for the matters described in paragraph (a) above, any amendment, waiver, discharge or termination with respect to this Agreement shall be effective only if agreed between the relevant Borrower and the Majority Lenders (such amendment having been approved by the Majority Lenders pursuant to Section 12.7(j)) and any such amendment, waiver, discharge or termination shall be final and binding upon all of the Lenders. For greater certainty, and subject to the matters described in paragraph (a) above, where the terms of the Agreement or any other Document refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent or other determination of the Lenders, the action taken by and the consent or other determination given or made by the Majority Lenders shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Lenders herein or therein referred to, and the Agent may exercise its powers under Article 12 hereof and the Documents based upon such action, consent or other determination

Protection of Agent

Unless and until instructed by the Majority Lenders, the Agent shall not be bound to inquire as to: (i) whether any representation made by the Borrower in or in connection with any Document is true; (ii) the occurrence or otherwise of any Event of Default or Default; (iii) the performance by the Borrower of its obligations under any Document; (iv) any breach of or default by the Borrower or any Obligor under its obligations under any Document; or (v) the use or application by the Borrower of any of the proceeds of an Advance under the Credit Facilities. The Agent shall report the results of any such enquiry to the Lenders, but shall have no obligation to take any action in connection therewith unless otherwise instructed by the Majority Lenders as provided herein.

Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that: (i) any representation made by any Obligor in or in connection with any Document is true; (ii) no Event of Default or Default has occurred; and (iii) the Borrower is not in breach of or in default under, its obligations under any Document.

Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address is that set out herein until it has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a further such notice.

The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained.

Unless the Agent has actual knowledge or actual notice to the contrary, the Agent may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a statement contained in any Document.

Unless the Agent has actual knowledge or actual notice to the contrary, the Agent may rely upon any communication or document believed by it to be genuine.

The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by, as applicable, the Majority Lenders or the Unanimous Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised.

The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole discretion be contrary to any law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such law or directive.

The Agent may delegate to such other Person, such duties and responsibilities of the Agent hereunder as it shall determine to be appropriate in respect of dealings with or relating to the Borrower or any other Person.

The Agent may refrain from acting in accordance with any instructions of, as applicable, the Majority Lenders or Unanimous Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instruction.

The Agent shall not be bound to disclose to any Person any information relating to the Borrower or any Obligor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person.

The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Document and the Agent shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Document save in the case of the Agent's negligence or wilful misconduct.

provide to each Lender copies (including, if available, electronic copies) of all financial information received from the Borrower promptly after receipt thereof, and copies of any notices in respect of a Drawdown, Conversion, Rollover, and other notices received by the Agent from the Borrower upon request by any Lender;

promptly advise each Lender thereunder of Advances required to be made by it hereunder and disburse all repayments to the Lenders thereunder in accordance with the terms of this Agreement;

promptly notify each Lender thereunder of the occurrence of any Event of Default or any Default by the Borrower in the due performance of its obligations under this Agreement or the Security and of which the Agent has actual knowledge or actual notice;

each time the Borrower requests the prior written consent of the Majority Lenders, use its best efforts to obtain and communicate to the Borrower the response of the Majority Lenders in a reasonably prompt and timely manner having due regard to the nature and circumstances of the request;

give written notice to the Borrower in respect of any other matter in respect of which notice is required in accordance with or pursuant to this Agreement, promptly or promptly after receiving the consent of the Majority Lenders or the Unanimous Lenders, if required under the terms of this Agreement;

except as otherwise provided in this Agreement, act in accordance with any instructions given to it by, as applicable, the Majority Lenders or the Unanimous Lenders;

at the time of engaging any agent, receiver, receiver-manager, consultant, monitor or other party in connection with the Security or the enforcement thereof, obtain the agreement of such party to comply with the applicable terms of this Agreement in carrying out any such enforcement activities and dealing with any proceeds of realization;

if so instructed by the Majority Lenders or the Unanimous Lenders, as applicable, refrain from exercising any right, power or discretion vested in it under this Agreement or any Document incidental hereto;

account for any monies received by it in connection with this Agreement, the Security and any other agreement delivered in connection herewith or therewith; and

call a meeting of the Lenders thereunder at any time not earlier than five (5) days and not later than thirty (30) days after receipt of a written request for a meeting provided by any Lender under any such Credit Facility; provided that the above notice requirements may be waived by the unanimous agreement of the Lenders thereunder; and provided further that any instrument executed by all of the Lenders thereunder (which may be in counterparts and delivered electronically) shall have the same effect as if passed by the Lenders thereunder at a duly called meeting.

Adjustments Among Lenders.

Adjustment After Exercise of Rights. Each Lender agrees that, after the exercise of any rights pursuant to Section 10.2 and 12.16, it will at any time or from time to time, upon the request of the Agent, as required by any other Lender, purchase portions of the amounts due and owing to the other Lenders and make any other adjustments which may be necessary or appropriate so that the amounts due and owing to each Lender (excluding any amounts received by the L/C Lender or the Swingline Lender to secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder), as adjusted under this Section 12.16, will, as nearly as possible, reflect each Lender's Rateable Portion determined as at the date of the exercise of any such rights.

General Application. For greater certainty, the Lenders acknowledge and agree that, without limiting the generality of the provisions of Section 12.16(a), those provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set- off or otherwise) on account of any money owing or payable by a Borrower to it in excess of the amounts to which it would otherwise be entitled under Section 12.16(a).

Adjustments to Advances. Notwithstanding anything else herein contained, the Agent may, when determining amounts payable to or payable by or to be advanced by a Lender under the relevant Credit Facility in connection with Advances, which amounts are determined by or by reference to that Lender's Rateable Portion, make such adjustments to such amount as it deems appropriate in its sole discretion to account or adjust for any amounts advanced to the Borrower, if any, by way of Letter of Credit and Bankers' Acceptances.

Borrower Agreement. The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders under this Section 12.16(a) but shall incur no increased liabilities by reason thereof.

is deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each field examination report (each a "Report" and collectively, "Reports") prepared by the Agent;

expressly agrees and acknowledges that the Agent (i) makes no representation or warranty as to the accuracy of any Report, or (ii) shall not be liable for any information contained in any Report;

expressly agrees and acknowledges that the Reports are not comprehensive examinations, that the Agent or any other party performing any examination will inspect only specific information regarding the Obligors and will rely significantly upon the Obligors' books and records, as well as on representations of the Obligors' personnel;

agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, except to its participants or as required by Applicable Law, or use any Report in any other manner; and

without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender's participation in, or the indemnifying Lender's purchase of, a loan or loans of the Borrower; and (ii) to pay and protect, and indemnify, defend and hold the Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including counsel's costs) incurred by the Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.