ACT Energy Technologies Ltd. — Capital/Financing Update 2022

Dec 31, 2022

Second Amended and Restated Credit Agreement

among

CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC. (as Borrowers)

and

Each of the Financial Institutions Named as Lenders Herein (as Lenders)

and

ATB Financial (as Administrative Agent)

with

ATB Financial (as Lead Arranger, Syndication Agent and Sole Bookrunner)

Dated effective as of July 1 , 2022

TABLE OF CONTENTS

TABLE OF CONTENTSARTICLE 1 INTERPRETATION1.1Definitions1.2Headings and Table of Contents1.3References1.4Rules of Interpretation1.5Generally Accepted Accounting Principles1.6Accounting Terms: Changes to Generally Accepted Accounting Principles1.7Time1.8Payment for Value1.9Monetary References1.10Joint and Several Obligations; References to Borrowers; Notices to Borrowers.1.11Swap Lenders, Creditcard Lenders and Cash Management Lenders1.12Interest Rates1.13Term SOFR Conforming ChangesARTICLE 2 REPRESENTATIONS AND WARRANTIES2.1Representations and Warranties2.2Deemed Representation and Warranty2.3Survival of Representations and WarrantiesARTICLE 3 THE CREDIT FACILITIES3.1Establishment of the Facilities3.2Revolving / Non-Revolving Features of the Credit Facilities3.3Extension of Maturity Date3.4Purpose3.5BorrowingsSyndicated Facility, Operating Facility and Term Facility3.6Selection of SOFR Interest Periods3.7Conditions Applicable to Bankers' Acceptances and BA Equivalent Advances3.8Agent's Duties re Bankers' Acceptances3.9Fronted Letters of Credit Under the Syndicated Facility3.10Fronted Letter of Credit Payments3.11Obligations Absolute re Letters of Credit3.12Expenses re Letters of Credit3.13Indemnification; Nature of Lender's Duties3.14Repayments re Letters of Credit3.15Notice of Repayment3.16Pro-Rata Treatment of Borrowings3.17Conversion Option3.18Rollovers3.19Notices Irrevocable3.20Takeover Notification3.21Lender Swaps3.22Overdrafts3.23Creditcard Facilities3.24Cash Management Facilities3.25HASCAP LoanARTICLE 4 REPAYMENT AND PREPAYMENT4.1Repayment and Reduction of Commitments
114545454646474747474848484848555555555657606061626565686971717273747475757576777777777878
4.2Repayment of Borrowings Due to Exchange Rate Fluctuations79
4.3Excess Cash80
4.4Prepayment in Respect of Bankers' Acceptances, SOFR Loans or Letters of Credit80
Cancellation of Commitment and Prepayment80
4.6Early Repayment of SOFR Loans, Letters of Credit and Bankers' Acceptances81
	4.5

4.7	Evidence of Indebtedness
	ARTICLE 5 PAYMENT OF INTEREST AND FEES	82
5.1	Interest on Prime Loans
5.2	Interest on U.S. Base Rate Loans
5.3	Interest on SOFR Loans
5.4	Bankers' Acceptance Fees
5.5	Letter of Credit Fees
5.6	Creditcard and Cash Management Fees
5.7	Interest on Overdue Amounts
5.8	Agent's Fees
5.9	Upfront Fees
5.10	Maximum Rate Permitted by Law
5.11	Interest Generally
5.12	Standby Fees
5.13	Interest and Fee Adjustment
	ARTICLE 6 SECURITY	85
6.1	Security
6.2	Form of Security
6.3	Subsidiary Guarantees and Subsidiary Security
6.4	EDC Insurance
6.5	Required Fixed Charges; Registrations
6.6	Security Effective Notwithstanding Date of Advance
6.7	Extensions, Etc.
6.8	Notice of Name Change
6.9	No Merger
6.10	Further Assurances - Security
6.11	Release of Security on Termination of Facilities
6.12	Permitted Encumbrances and Permitted Debt
6.13	Existing Security
	ARTICLE 7 PAYMENT AND TAXES	90
7.1	Time, Place and Currency of Payment
7.2	Application of Payments
7.3	Account Debit Authorization
	ARTICLE 8 CONDITIONS PRECEDENT TO DISBURSEMENT OF ACCOMMODATIONS	91
	8.1 Effectiveness and Conditions Precedent	91
8.2	Continuing Conditions Precedent
8.3	Waiver of a Condition Precedent
	ARTICLE 9 COVENANTS OF THE BORROWERS	94
9.1	Financial Covenants
9.2	Positive Covenants
9.3	Negative Covenants
9.4	Financial and Environmental Reporting
9.5	Material Subsidiaries
9.6	Environmental Indemnity
9.7	Environmental Audit
	ARTICLE 10 EVENTS OF DEFAULT	106
10.1	Events of Default
10.2	Acceleration
10.3	Demands for Repayment
10.4	Cash Collateral Accounts

10.5	Remedies on Default
10.6	Right of Set-Off
10.7	Application and Sharing of Payments Following Acceleration
10.8	Adjustments
10.9	Calculations as at the Adjustment Time
10.10	Agent May Perform Covenants
10.11	Waiver of Default
10.12	Adjustments of Borrowings and Sharing Repayments
	ARTICLE 11 EXPENSES AND INDEMNITIES	114
11.1	Increased Cost
11.2	Taxes.
11.3	Mitigation Obligations, Replacement of Lenders.
11.4	Illegality
11.5	Substitute Basis of Borrowing
11.6	Funding Indemnity
11.7	Benchmark Replacement Setting
	ARTICLE 12 THE AGENT AND THE LENDERS	122
12.1	Appointment and Authority
12.2	Rights as a Lender
12.3	Exculpatory Provisions
12.4	Reliance by Agent
12.5	Delegation of Duties
12.6	Resignation of Agent
12.7	Non-Reliance on Agent and Other Lenders
12.8	No Other Duties, etc
12.9	Agent May File Proofs of Claim
12.10	Collateral and Guarantee Matters
12.11	Rights and Obligations of Each Lender and Swap Lender
12.12	Notice to Lenders and Swap Lenders
12.13	Notices between the Lenders or Swap Lenders, the Agent and the Borrowers 127
12.14	Agent's Duty to Deliver Documents Obtained from the Borrowers
12.15	Arrangements for Borrowings
12.16	Arrangements for Repayment of Borrowings
12.17	Repayments by Lenders to Agent
12.18	Adjustments Among Lenders
12.19	Lenders' Consents to Waivers, Amendments, etc.
12.20	Reimbursement of Agent's Expenses or Lender's Costs
12.21	Indemnity of Agent
12.22	Sharing of Information
12.23	Amendment to this Article 12
12.24	The Agent, Fronting Lender and Defaulting Lenders
12.25	Erroneous Payments
	ARTICLE 13 SUCCESSORS AND ASSIGNS AND JUDGMENT CURRENCY	136
13.1	Successors and Assigns
13.2	Judgment Currency
13.3	Swap Lender
13.4	Certain Information; Confidentiality
13.5	Dissenting Lenders
	ARTICLE 14 MISCELLANEOUS	141
14.1	Severability
14.2	Defaulting Lenders
14.3	Expenses, Indemnity, Damage Waiver

14.4	Failure to Act	145
14.5	Waivers	145
14.6	Amendments	146
14.7	Notice	146
14.8	Governing Law	147
14.9	Term of Agreement and Survival	147
14.10	Time of Essence	147
14.11	Anti-Money Laundering Legislation	147
14.12	Conflict with Other Documents	148
14.13	Saskatchewan Legislation	148
14.14	Counterparts; Integration, Effectiveness; Electronic Execution	148
14.15	Further Assurances	149
14.16	Waiver of Jury Trial	149
14.17	USA Patriot Act	149
14.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	149
14.19	Amendment and Restatement	150
SCHEDULES:
Schedule "A"	-Commitments and Addresses
Schedule "B"	-Form of Borrowing Notice
Schedule "C"	-Form of Notice of Rollover or Notice of Repayment or Notice of Conversion
Schedule "D"	-Form of Compliance Certificate
Schedule "E"	-Form of Request for Extension
Schedule "F"	-Form of Assignment and Assumption
Schedule "G"	-Form of Subsidiary Guarantee
Schedule "H"	-Power of Attorney Terms -Bankers' Acceptances
Schedule "I"	-Power of Attorney TermsBA Equivalent Advances
Schedule "J"	-Form of Environmental Certificate
Schedule "K"	-Form of Fronting Lender Acknowledgment
Schedule "L"	-Organizational Chart of the Cdn. Borrower

SCHEDULES:

SCHEDULES:
Schedule "D"	-Form of Compliance Certificate
Schedule "E"	-Form of Request for Extension
Schedule "F"	-Form of Assignment and Assumption
Schedule "G"	-Form of Subsidiary Guarantee
Schedule "H"	-Power of Attorney Terms -Bankers' Acceptances
Schedule "I"	-Power of Attorney TermsBA Equivalent Advances
Schedule "J"	-Form of Environmental Certificate
Schedule "K"	-Form of Fronting Lender Acknowledgment
Schedule "L"	-Organizational Chart of the Cdn. Borrower
Schedule "M"	-Form of Borrowing Base Certificate
Schedule "N"	-Listing of Material Contracts
	-HASCAP Loan Additional Terms and Conditions
Schedule "O"	-Term Facility Principal Payments
Schedule "P"

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated effective as of July , 2022

AMONG:

CATHEDRAL ENERGY SERVICES LTD., a corporation under the laws of Alberta, having its principal office in Calgary, Alberta and CATHEDRAL ENERGY SERVICES, INC., a corporation under the laws of Delaware, having its principal office in Denver, Colorado (collectively, the "Borrowers", and individually, a "Borrower") HEREUNDER, in their capacity as Lenders

AND:

EACH OF THE FINANCIAL INSTITUTIONS SIGNATORIES HERETO AS LENDERS, OR AS FROM TIME TO TIME BECOME LENDERS

AND:

ATB FINANCIAL, in its capacity as Agent

WHEREAS the Borrowers, ATB and those other banks and financial institutions from time to time party thereto and the Agent are parties to the Existing Credit Agreement;

AND WHEREAS the parties hereto have agreed to amend and restate the Existing Credit Agreement on the terms and subject to the conditions set forth in this Agreement;

AND WHEREAS ATB has agreed to act as Agent for the Lenders under the Facilities.

NOW THEREFORE, in consideration of the premises, the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows: 1.1 Definitions In this Agreement, including the recitals and the Schedules hereto and in all notices pursuant to "Acceleration Notice" is defined in Section 10.2(b); "Accommodations" means:

ARTICLE 1 INTERPRETATION

this Agreement, unless something in the subject matter or context is inconsistent therewith, the following words and phrases shall have the following meanings:

• (a) the advance of Loans by the Syndicated Lenders, the acceptance and purchase of Bankers' Acceptances or, if applicable, the advance of BA Equivalent Advances by the Syndicated Lenders and the issuance of Fronted Letters of Credit by a Fronting Lender (the "Syndicated Accommodations"); (b) the advance of Prime Loans and U.S. Base Rate Loans by the Operating Lender (the (c) the advance of Loans by the Term Facility Lenders, the acceptance and purchase of Bankers' Acceptances or, if applicable, the advance of BA Equivalent Advances by the
• "Operating Accommodations"); and
• Term Facility Lenders (the "Term Accommodations").

"Accounts" means the accounts and records established by the Agent and the Operating Lender pursuant other amounts outstanding by the Borrowers to the Lenders and the Agent hereunder;

to Section 4.7 to record each Borrower's liability to each of the Lenders in respect of the Borrowings and "Acquisition" means, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization, or by way of purchase, lease or other acquisition arrangements), of: Adjusted Daily Simple SOFR

• (a) any other Person (including any purchase or acquisition of issued and outstanding equity securities of, or a portion of an equity interest in, another Person, with the effect of that other Person becoming a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property or assets of any other Person; or (b) any division, business, operation or undertaking of any other Person or of all or
• substantially all of the property or assets of any division, business, operation or undertaking of any other Person;

"Additional Compensation" is defined in Section 11.1;

Simple SOFR and 10 Basis Points, rounded to 5 decimal places;

Adjusted Term SOFR SOFR Credit Spread Adjustment for such period, rounded to 5 decimal places, provided that if the Adjusted Term SOFR so determined is less than the Floor, then the Adjusted Term SOFR for such period will be deemed to be the Floor; are thereafter due and payable and such time shall conclusively be: (a) in the case where such last event is the delivery of a Demand for Repayment, the time of period specified in Section 10.3, then the last day of such time period; and (b) in the case where such last event is the occurrence of a Termination Event, the time of

"Adjustment Time" means the time of occurrence of the last event necessary (being either the delivery of a Demand for Repayment or the occurrence of a Termination Event) to ensure that all Lender Outstandings

• delivery for such Demand for Repayment or, where not delivered as required within a time
• occurrence of such Termination Event determined pursuant to the provisions of the Loan Document giving rise to such Termination Event;

"Affiliate" means any Person which, directly or indirectly controls, is controlled by, or is under common control with another Person, and for the purpose of this definition, "control" (including with correlative meanings, the terms "controlled by" or "under common control with") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of Voting Shares, by contract or otherwise; "Agent" means ATB and includes any successor agent appointed pursuant to Section 12.6, and any (a) for all payments in Canadian Dollars, the following account maintained by the Agent to

successor entity to ATB;

"Agent's Account for Payments" means:

which payments and transfers are to be effected as follows:

ATB Financial 102-8 Avenue S.W., Calgary, Alberta T2P 1B3

Swift Code: Bank Code and Transit No.: Beneficiary Account No.: Beneficiary/for account of: Address/Branch: 102 - 8th Avenue S.W., Calgary, Alberta T2P 1B3 Reference: Attn: (b) for all payments in U.S. Dollars, the following account maintained by the Agent to which payments and transfers are to be effected as follows: Bank of America - New York

100 W 33rd Street, New York, New York, USA 10001 Swift Code/ABA No.: Beneficiary Account No.: Beneficiary/for the account of: Address/Branch: 102 - 8th Avenue S.W., Calgary, Alberta T2P 1B3 Reference: FFC: "Agreement" means this credit agreement, all Schedules attached hereto and any future amendments and "Anti-Money Laundering Laws" is defined in Section 2.1(ee)(iv)(A); "Applicable Laws" means, in relation to any Person, property, transaction or event, all applicable

or such other places or accounts as may be agreed upon by the Agent and the Cdn. Borrower from time to time and notified in writing to the Lenders;

"Agent's Branch of Account" means the office of the Agent located at the address set forth opposite the Agent's name on the signature pages to this Agreement or such other office or branch of the Agent in Canada as the Agent may from time to time advise the Cdn. Borrower and the Lenders in writing;

restatements, replacements or supplements hereto or thereto;

"AML Legislation" is defined in Section 14.11(a);

provisions of federal, provincial, state, municipal or local laws, statutes, rules, regulations, by-laws, official directives and orders of all Governmental Authorities and all Governmental Actions in which the Person in question is a party or by which it is bound or having application to the Person, property, transaction or event, and includes Environmental Laws; (a) the Syndicated Facility and in respect of a Borrowing Notice, Conversion Notice or Rollover (b) the Term Facility and in respect of a Borrowing Notice, Conversion Notice or Rollover (c) in the case of the Operating Facility and in respect of a Borrowing Notice given under the

"Applicable Lenders" means, in the case of:

• Notice given under the Syndicated Facility, all of the Syndicated Lenders;
• Notice given under the Term Facility, all of the Term Facility Lenders; and
• Operating Facility, means only the Operating Lender;

"Applicable Margin" means a margin, expressed as a rate per annum, payable to, in the case of the Syndicated Facility, the Agent on behalf of all of the Syndicated Lenders, in the case of the Term Facility, the Agent on behalf of all of the Term Facility Lenders and in the case of the Operating Facility, to the

	Funded Debt to Consolidated EBITDA Ratio:			Operating Lender, with respect to Borrowings, as set forth in the table below for the applicable Consolidated
Level	ConsolidatedFunded Debt toEBITDA Ratio	Prime Loansand U.S. BaseRate Loans(bps)	SOFR Loans,Bankers'Acceptances andFinancial LCs (bps)	NonFinancialLCs (bps)	StandbyFees(bps)
1	< 1.00
2	>1.00 and <1.50
3	>1.50 and < 2.00
4	>2.00
providedSection 5.13;	thatchangesintheandprovided	ApplicableMarginfurtherthat,notwithstanding	shallbeeffectiveandanythinginthis	adjustedinAgreementto the	accordancewithcontrary,the
	Quarter ending September 30, 2022.		Applicable Margin shall be set at Level 3 until delivery of a Compliance Certificate with respect to the Fiscal
Forthe	purposesof calculating	theApplicable	Marginsfor PrimeLoans,Bankers' Acceptances, the per annum rate is expressed on the basis of a 365 day year, as applicable, and	U.S.Base	RateLoansand
theApplicable	Marginfor SOFR	Loansiscalculated	asa perannumrate	expressedon	thebasisof a
	of the above Applicable Margins will increase by		360 day year. Upon the occurrence and during the continuance of any Default or Event of Default, each;
"Applicable	Percentage"means,	at anytimeprior	totheAdjustmentTime	withrespect	to eachLender
and	each Facility,theproportion	thatsuch Lender's	Commitmentin respect	of such Facility	bearsto the
	amount of the total Commitments of allCommitment in respect		Lenders in respect of such Facility at such time and, if such totalof such Facility is cancelled or terminated, "Applicable Percentage" shall mean
	Applicable Percentage	of such Lenderin effect	immediately prior to such cancellation or termination;
the
	provided that when such term is used in reference to or in relation to:
(a)		and for all other Lenders shall be 0%;	the Operating Facility, the Applicable Percentage for the Operating Lender shall be 100%

provided that when such term is used in reference to or in relation to: (a) the Operating Facility, the Applicable Percentage for the Operating Lender shall be 100% (b) the Syndicated Lenders, the Applicable Percentage for a Syndicated Lender shall be the (c) the Term Facility Lenders, the Applicable Percentage for a Term Facility Lender shall be be relevant to such Lender, and when used in Section 12.18(b) in relation to both Lenders and Swap

• and for all other Lenders shall be 0%;
• proportion that the Syndicated Facility Commitment of such Syndicated Lender bears to the Total Syndicated Facility Commitment at such time; and
• the proportion that the Term Facility Commitment of such Term Facility Lender bears to the Total Term Facility Commitment at such time.

After the Adjustment Time, the Applicable Percentage of each Lender shall be calculated based on its Commitment as a proportion of the Total Commitment and without any distinction as to which Facility may Lenders, the "Lender Outstandings" of Swap Lenders for the purposes of such calculation shall be their Permitted Swap Indebtedness as calculated after the Adjustment Time; "Applicable Percentage of the Total Commitment" means in respect of each Lender, the proportion that (a) a Lender,

such Lender's Commitment bears to the Total Commitment;

"Approved Fund" means any Fund that is administered or managed by:

(b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender; "Approved Insured A/R" means, whether now existing or hereafter arising, any foreign or domestic accounts, accounts receivable, other receivables, choses in action, general intangibles, chattel paper, instruments, documents, notes and contract rights related to or evidencing the obligations or the receivables arising under any sales or services transactions from the Business provided by the Loan Parties, which specific accounts receivable are covered by insurance (which has been shipped and billed) by an insurance provider approved by the Agent, for the maximum allowable insurance coverage for such accounts receivable offered by the approved insurer and which amounts shall be periodically reported to the Agent in the form of Schedule "M" pursuant to Section 9.4(e); provided that the following shall be excluded from calculating the value of Approved Insured A/R at any time: amounts not yet invoiced, intercompany accounts, holdback receivables (being any amount subject to builder's liens or related legislation), accounts in dispute (but only to the amount of such account actually in dispute), accounts subject to set-off, amounts due to sub-contractors billed as accounts receivable, amounts billed for services not as yet completed, accounts subject to undue credit risk and amounts outstanding for more than 180 days from the date of invoice to the customer; Eligible Assignee (with the consent of any party whose consent is required by Section 13.1), and accepted or obtained or required to be issued or obtained and which are or may be given or issued by any "Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark,

"Assets" means, with respect to any Loan Party, all property, assets and undertaking of such Loan Party of every kind and wheresoever situate, whether now owned or hereafter acquired;

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an by the Agent, substantially in the form of Schedule "F" or any other form approved by the Agent;

"ATB" means ATB Financial and its successors and permitted assigns;

"Authorizations" means all authorizations, permits, decisions, determinations, judgments, directions, entitlements, licences, orders, consents, approvals, notices, correspondence, directives, exemptions, registrations, rulings, advance rulings, rights, and certifications, whether now existing or hereafter issued Governmental Authority pursuant to Applicable Laws;

as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an SOFR Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-remove

"BA Acceptance Fee" means, with respect to Bankers' Acceptances, the fee, expressed as a rate per annum, payable to each Lender or retained by each Lender, in each case with respect to Bankers' Acceptances to be accepted and purchased by such Lender as set forth in the table in the definition of Applicable Margin for Bankers' Acceptances;

"BA Equivalent Advance" means an advance made in Canadian Dollars by a Non-Acceptance Lender as part of an Accommodation by way of Bankers' Acceptances;

"BA Purchasing Lender" means each Applicable Lender that purchases a Bankers' Acceptance accepted by such Applicable Lender and to the extent applicable, includes Non-Acceptance Lenders providing BA Equivalent Advances;

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution;

"Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule;

"Bankers' Acceptances" means bankers' acceptances denominated in Cdn. Dollars which are issued by a Borrower pursuant to Sections 3.5, 3.17 or 3.18 and accepted and purchased by the Applicable Lender pursuant to Section 3.7; all references herein to "Bankers' Acceptances" shall, unless otherwise expressly provided herein or unless the context otherwise requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance Lender as part of a Borrowing by way of Bankers' Acceptances;

"Basel III" means the agreements on capital requirements, leverage ratios and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, modified, supplemented, reissued or replaced from time to time; "BDC" means Business Development Bank of Canada, its successors and assigns; "BDC Representation Letter" means the letter issued to BDC and the HASCAP Lender in BDC standard "Benchmark" means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Replacement has replaced such prior benchmark rate pursuant to Section 11.7(a); "Benchmark Replacement" means, with respect to any Benchmark Transition Event, for any Available (a) Adjusted Daily Simple SOFR; or

form required as a condition to the availability of the HASCAP Loan;

Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then o the extent that such Benchmark

Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

• (b) the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for dollardenominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents;

Benchmark Replacement Adjustment -current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Agent and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated syndicated credit facilities at such time;

Benchmark Replacement Date later than the earliest to occur of the following events with respect to the then-current Benchmark:

• (a) of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
• (b) which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such nonrepresentativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the "Benchmark Transition Event" means the occurrence of one or more of the following events with respect (a) a public statement or publication of information by or on behalf of the administrator of such (b) a public statement or publication of information by the regulatory supervisor for the

case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or published component used in the calculation thereof);

to the then-current Benchmark:

• Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
• administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the
• administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will no longer be, representative.

to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof);

Benchmark Unavailability Period the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.7 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.7(a); "Blocked Person" is defined in Section 2.1(ee)(i)(B); "Blue Chip A/R" means, whether now existing or hereafter arising, any accounts, accounts receivable,

other receivables, choses in action, general intangibles, chattel paper, instruments, documents, notes and contract rights related to or evidencing the obligations or the receivables arising under any sales or services transactions from the Business provided by the Loan Parties to specific customers of the Loan Parties resident in Canada or the United States, which specific customers shall have a minimum S&P or DBRS credit rating of BBB- or minimum Moody's credit rating of Baa3 and which amounts shall be periodically reported to the Agent in the form of Schedule "M" pursuant to Section 9.4(e) or a customer that the Agent has agreed to deem as Blue Chip A/R; provided that the following shall be excluded from calculating the value of Blue Chip A/R at any time: amounts not yet invoiced, intercompany accounts, holdback receivables (being any amount subject to builder's liens or related legislation), accounts in dispute (but only to the amount of such account actually in dispute), accounts subject to set-off, amounts due to sub-contractors billed as accounts receivable, amounts billed for services not as yet completed, accounts subject to undue credit risk and amounts outstanding for more than 120 days from the date of invoice to the specific customer; (a) 75% of the value of all Canadian A/R (other than Approved Insured A/R, Blue Chip A/R and (b) plus 75% of the value of all US A/R (other than Approved Insured A/R, Blue Chip A/R and (c) plus 85% of the value of all Blue Chip A/R at that time, (d) plus (subject to Section 6.4), 90% of the value of all EDC A/R (specifically excluding non-(e) plus 90% of the value of all Approved Insured A/R (specifically excluding non-Approved

"Book Value" means the valuation at which the assets of the Loan Parties are described on the Financial Statements, all in accordance with IFRS;

"Borrowers" means the Cdn. Borrower and the U.S. Borrower, and "Borrower" means either of them;

"Borrowing Base" means, at any time with respect to the Loan Parties, the aggregate of the following, without duplication:

• EDC A/R) at that time,
• EDC A/R) at that time,
• EDC A/R) at that time,
• Insured A/R) at that time,

(f) plus 50% of Eligible Inventory at that time, to a maximum inclusion of $6,000,000, (g) minus Priority Payables at that time; "Borrowing Base Certificate" means a certificate of a Responsible Officer of the Cdn. Borrower required from time to time hereunder, including pursuant to Sections 8.1(c)(xii) and 9.4(e), the form of which is attached hereto as Schedule "M"; "Borrowing Notice" means a notice to effect an Accommodation delivered under Section 3.5 and

substantially in the form of Schedule "B" with all applicable blanks completed;

"Borrowings" means, at any time:

• (a) the principal amount outstanding by way of Loans made by the Syndicated Lenders, the face amount of Bankers' Acceptances outstanding (and, if applicable, any related BA Equivalent Advances) issued and purchased by the Syndicated Lenders and the undrawn amount of all outstanding Fronted Letters of Credit issued by a Fronting Lender (collectively, the "Syndicated Borrowings"); (b) the principal amount outstanding by way of Prime Loans and U.S. Base Rate Loans made by the Operating Lender (collectively, the "Operating Borrowings"); and (c) the principal amount outstanding by way of Prime Loans made by the Term Facility Lenders
• and the face amount of Bankers' Acceptances outstanding (and, if applicable, any related BA Equivalent Advances) issued and purchased by the Term Facility Lenders (collectively, the "Term Borrowings").

"bps" means 1/100 of 1%;

"Branch of Account" means, with respect to each Lender, the branch or office of such Lender (being, in the case of the Operating Lender, the Operating Lender's Branch of Account) located at the address set forth under such Lender's name on Schedule "A" or in its Assignment and Assumption or such other branch or office in Canada as such Lender may from time to time advise the Cdn. Borrower and the Agent in writing; provided that, for purposes of delivering any notice required to be delivered by the Agent to a Lender pursuant to Section 12.13 and for purposes of effecting any payments to a Lender in connection with this Agreement, a Lender may specify in writing to the Agent any other branch or office of such Lender in Canada and such branch or office shall thereafter be the Branch of Account of such Lender for such purpose;

"Business" means oil and gas directional well drilling services and related services carried on by the Loan

Parties; "Business Day" means a day, excluding Saturday and Sunday, on which banking institutions are open for the transaction of commercial business in Calgary, Alberta and Toronto, Ontario; also, if such term is considered in the context of a U.S. Base Rate Loan, New York, New York and also, if such term is considered in the context of a SOFR Loan or determination of SOFR, a U.S. Government Securities Business Day;

"Canadian A/R" means, whether now existing or hereafter arising, any accounts, accounts receivable, other receivables, choses in action, general intangibles, chattel paper, instruments, documents, notes and contract rights related to or evidencing the obligations or the receivables arising under any sales or services transactions from the Business provided by the Loan Parties to any Person resident in Canada in the ordinary course of business and which amounts shall be periodically reported to the Agent quarterly in the form of Schedule "M" pursuant to Section 9.4(e); provided that the following shall be excluded from calculating the value of Canadian A/R at any time: amounts not yet invoiced, intercompany accounts, holdback receivables (being any amount subject to builder's liens or related legislation), accounts in dispute (but only to the amount of such account actually in dispute), accounts subject to set-off, amounts due to sub-contractors billed as accounts receivable, amounts billed for services not as yet completed, accounts subject to undue credit risk and amounts outstanding for more than 90 days from the date of invoice to the customer;

"Canadian Benefit Plans" means all material employee benefit plans or arrangements subject to Canadian law or regulation maintained or contributed to by the Cdn. Borrower or any of its Subsidiaries that are not Canadian Pension Plans, including all profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock and all life, health, dental and disability plans and arrangements in which the employees

or former employees of the Cdn. Borrower or any of its Subsidiaries participate or are eligible to participate but excluding all stock option or stock purchase plans;

Canada;

"Canadian Dollars", "Cdn. Dollars" and the symbols "Cdn. $" and "$" each means lawful money of "Canadian Economic Sanctions" means those laws, executive orders, enabling legislation or regulations administered and enforced by Canada pursuant to which economic sanctions have been imposed on any Person, or relating to funding operations, or financing investments, in any country, or to making payments to, or receiving payments or property from, any country or Person, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Criminal Code (Canada) or the Freezing Assets of Corrupt Foreign Officials Act (Canada) and any associated rules and regulations, or any other economic sanctions law, rules or regulations administered and enforced by Canada, or any enabling legislation or directives relating to any of the foregoing; "Canadian Sanctions Designated Person" is defined in Section 2.1(ee)(vi); "Capital Assets" means Assets of a Loan Party that would, in accordance with IFRS, be determined to be

"Canadian Pension Plans" means all plans or arrangements which are considered to be pension plans for the purposes of any applicable pension benefits standards statute or regulation in Canada established, maintained or contributed to by the Cdn. Borrower or any of its Subsidiaries for their employees or former employees;

capital property and equipment and which is (a) located in Canada or the United States, and (b) not being fabricated, manufactured, constructed or otherwise in an unfinished state;

"Capital Lease" means any lease of property, real or personal, or any similar arrangement which would, in accordance with GAAP, be required to be classified and accounted for a lease on a statement of financial position of a lessee (where the lessee is the Cdn. Borrower or any of its Subsidiaries), provided that any lease which would not have been capitalized under GAAP as in effect on December 31, 2018 shall, notwithstanding any subsequent change in GAAP, not constitute a Capital Lease hereunder, including for the purposes of calculating the Applicable Margin and all financial covenants in Section 9.1 and all definitions used therein (whether such lease is entered into or assumed before or after December 31, 2018); (a) any readily-marketable securities or other investment property (i) issued by or directly, States federal governments the obligations of which are fully backed by the full faith and

"Cash Collateral Account" means an account with the Agent, or such other financial institution as designated by the Agent, from which the Loan Parties do not have any withdrawal rights or privileges until repayment of the Borrowings in full, termination of the Total Commitment and termination of this Agreement, except to apply the amount represented thereby to the Borrowings or a portion thereof, which account and all funds credited thereto and interest earned thereon (which interest shall be at the prevailing rate of the Agent or such other financial institution, as the case may be, for demand deposits of comparable amounts) shall be the subject of a Security Interest in favour of the Collateral Agent on behalf of the Lenders; (b) any readily-marketable direct obligations issued by any other agency or instrumentality of

"Cash Equivalents" means:

• unconditionally and fully guaranteed or insured by the Canadian or United States federal governments or (ii) issued by any agency or instrumentality of the Canadian or United credit of the Canadian or United States federal governments, as the case may be;
• the Canadian or United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, or any province or territory of Canada or any public instrumentality thereof, in each case, at the time of acquisition, having an investment grade rating from S&P or Moody's (or, if at any

time neither S&P nor Moody's shall be rating such obligations, then from another nationally recognized rating service);

• (c) any commercial paper, at the time of acquisition, rated at least "A-2" by S&P or "P-2" by Moody's and issued by any Person organized under the laws of any state of the United States or of Canada or any province or territory thereof (or, if at any time neither S&P nor Moody's shall be rating such obligations, then from another nationally recognized rating service);
• (d) any U.S. Dollar-denominated or Canadian Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit, or bankers' acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof, the District of Columbia, Canada or any province or territory thereof and (B) has Tier 1 capital (as defined in such regulations) in excess of U.S.$500,000,000 or the Equivalent Amount in Cdn. Dollars; (e) repurchase agreements with a term of not more than 90 days for underlying securities of (f) marketable short-term money market and similar funds (i) either having assets in excess (g) shares of any United States or Canadian money market fund that (i) has substantially all provided that, unless otherwise specified above, that the maturities of all obligations specified in any of
  • the type described in clauses (a), (b) and (d) above entered into with any bank meeting the qualifications specified in clause (d) above or securities dealers of recognized national standing;
• of U.S.$500,000,000 or the Equivalent Amount in Cdn. Dollars; or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then from another nationally recognized rating service); and "Cash Management Services" means cash or treasury management services (including controlled
  • of its assets invested continuously in the types of investments referred to in clauses (a) through (f) above with maturities as set forth in the proviso below and (ii) has net assets in excess of U.S.$500,000,000 or the Equivalent Amount in Cdn. Dollars;

clauses (a) through (f) above shall not exceed 12 months;

"Cash Management Lender" means any Lender or Affiliate of a Lender that has agreed to provide Cash Management Services to a Loan Party as contemplated by this Agreement;

disbursement, automated clearinghouse transactions, return items, overdrafts, interstate depository network services, wire payments and account netting and pooling services) or any similar services which a Cash Management Lender provides to a Loan Party;

"Cdn. Borrower" means Cathedral Energy Services Ltd., an Alberta corporation.

"CDOR Rate" means on any day:

(a) with respect to Bankers' Acceptances having a Standard Term which are required to be accepted and, if applicable, purchased on any day, the arithmetical average of the percentage discount rates for Canadian Dollar bankers' acceptances in comparable amounts having an identical issue and maturity date which are quoted on the "Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page" (the "CDOR Page") (or if such screen shall not be available any successor or similar service selected by the Agent) as at approximately 8:15 a.m. (Calgary time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent in good faith

after 8:15 a.m. (Calgary time) or as soon thereafter as practicable to reflect any error in a posted rate of interest or in the posted average annual rate of interest); and

(b) with respect to Bankers' Acceptances which do not have a Standard Term or if the rate referred to in paragraph (a) of this definition does not appear on the CDOR Page (or a successor service as referred to in paragraph (a) of this definition), then the CDOR Rate, on any day, shall be the arithmetic average of the percentage discount rate quoted by each Schedule I Reference Lender (determined by the Agent as of 8:15 a.m. (Calgary time) on such day), which would be applicable in respect of an issue of bankers' acceptances in a comparable amount and with identical maturity dates to the Bankers' Acceptances proposed to be issued on such day or if such day is not a Business Day, then on the immediately preceding Business Day. "CDOR Scheduled Unavailability Date" is defined in Section 11.5(b)(i) ; "CDOR Successor Rate" is defined in Section 11.5(b)(i); "CDS" is defined in Section 3.7(d) "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Applicable Laws or treaty, (b) any change in any Applicable Laws or treaty or in the administration, interpretation,

If any Lender does not furnish a timely quotation, the Agent shall determine the relevant discount rate on the basis of the quotation or quotations furnished by the remaining Lenders. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error, and be computed using any reasonable averaging and attribution method. If the CDOR Rate is determined to be less than zero, it will be deemed to be zero;

• implementation or application thereof by any Governmental Authority, or
• (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, to the extent applicable to the Lenders, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued; (a) Voting Shares of the Cdn. Borrower which, together with all other Voting Shares of the (b) the right to elect a majority of the directors of the Cdn. Borrower; "CISADA" means the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United

"Change of Control" means any circumstances arising after the date hereof in which a Person or combination of Persons acting jointly or in concert (within the meaning of the Securities Act (Alberta)) acquires:

• Cdn. Borrower held by such Persons, constitute in the aggregate more than 50% of all outstanding Voting Shares of the Cdn. Borrower; or

States Public Law 111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect;

"Claim" is defined in Section 9.6(b);

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time;

"Collateral" is a collective reference to all property, assets, rights and things (whether real, personal or mixed), tangible and intangible, and the proceeds and products thereof, subjected or intended to be

subjected from time to time to any Security Interest under any of the Security; "Collateral Agent" means ATB in its capacity as collateral agent holding any or all of the Security for the benefit of the Agent, the Lenders, the Swap Lenders, the Creditcard Lenders and the Cash Management Lenders (whether or not designated in any Security document as ATB, the Agent or the Collateral Agent) and any successor entity to ATB in such capacity, or any other Person designated by the Agent to hold all or any part of the Security from time to time for the benefit of the Agent, the Lenders, the Swap Lenders, the Creditcard Lenders and the Cash Management Lenders;

"Commitment" means each Lender's Syndicated Facility Commitment, Operating Facility Commitment or Term Facility Commitment, as the case may be or, if the context so requires, the aggregate thereof;

"Compliance Certificate" means a compliance certificate substantially in the form attached hereto as Schedule "D" executed by a Responsible Officer of the Cdn. Borrower;

Conforming Changes administration, adoption or implementation of any Benchmark Replacement, any technical, administrative SOFR Interest Period ncy of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents); "Consolidated Capital Expenditures" means, for any period, all expenditures (on a net basis), whether or not made through the incurrence of Debt, by the Cdn. Borrower on a consolidated basis during such "Consolidated Cash Flow" means, for any period, Consolidated EBITDA for such period, less (in each case, in respect of the Cdn. Borrower on a consolidated basis and without duplication): (a) all amounts added back to net income in the calculation of EBITDA to the extent paid in (b) Consolidated Unfinanced Capital Expenditures during such period; and (c) all Distributions to the extent paid in cash during such period;

period, for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of Capital Assets; provided that, for certainty, expenditures for the acquisition of equipment acquired for the purpose of leasing or otherwise disposing of such equipment to third parties shall not constitute Consolidated Capital Expenditures;

• cash during such period, but excluding Consolidated Fixed Charges;

"Consolidated Change in Working Capital" means, as at any date of determination, the amount of the difference (expressed as a positive or negative number, as applicable) in working capital from the prior Fiscal Year to the current Fiscal Year, calculated as follows: (a) for the prior Fiscal Year: (i) all Consolidated Current Assets, but excluding therefrom all Tax assets and cash (ii) all Consolidated Current Liabilities, but excluding therefrom all Tax liabilities and (b) for the current Fiscal Year: (i) all Consolidated Current Assets, but excluding therefrom all Tax assets and cash

• • and excluding such decreases or increases, as applicable; minus
  • accrued interest and excluding such decreases or increases, as applicable;

minus:

• • and excluding such decreases or increases, as applicable; minus
  • accrued interest and excluding such decreases or increases;

(ii) all Consolidated Current Liabilities, but excluding therefrom all Tax liabilities and "Consolidated Current Assets" means, as at any date of determination, the amount which would, in accordance with GAAP, be classified on a consolidated balance sheet of the Cdn. Borrower at such time as current assets; "Consolidated Current Liabilities" means, as at any date of determination, the amount which would, in as current liabilities, but excluding the current portion of any long-term Debt; "Consolidated EBITDA" means, for any period, all EBITDA of the Cdn. Borrower determined on a "Consolidated Excess Cash Flow" means, without duplication, for each Fiscal Year of the Cdn. (a) EBITDA (unadjusted for acquisitions or dispositions) for such period; minus (b) all amounts (other than Consolidated Interest Expense) added back to net income in the (c) Consolidated Unfinanced Capital Expenditures of the Cdn. Borrower to the extent paid in

accordance with GAAP, be classified on a consolidated balance sheet of the Cdn. Borrower at such time (d) Consolidated Fixed Charges to the extent paid in cash during such period; minus (e) the aggregate amount of all mandatory principal prepayments of the Term Facility made

consolidated basis as at the end of such period;

Borrower as determined on a consolidated basis (and without duplication):

• calculation of EBITDA (in accordance with GAAP), to the extent paid in cash during such period; minus (f) the aggregate amount of all voluntary principal prepayments of the Term Facility during (g) the Consolidated Change in Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) during such period;
• cash during such period; minus
• as required under Section 4.1(e) and 4.3 during such period; minus
• such period; and plus or minus, as applicable,

equal to:

• "Consolidated Excess Cash Flow Amount" means, as at the last day of any Fiscal Year, an amount (a) zero percent (0%) of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Funded Debt to Consolidated EBITDA Ratio as at the end of such Fiscal
  • Year is less than 2.00:1.00; (b) twenty five percent (25%) of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Funded Debt to Consolidated EBITDA Ratio as at the end of such Fiscal
  • Year is greater than or equal to 2.00:1.00 and less than 2.25:1; and (c) fifty percent (50%) of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Funded Debt to Consolidated EBITDA Ratio as at the end of such Fiscal Year is greater than or equal to 2.25:1.00;

"Consolidated Fixed Charge Coverage Ratio" means, at any time, the ratio of (i) Consolidated Cash Flow to (ii) Consolidated Fixed Charges, in each case with respect to the applicable four Fiscal Quarter period, which shall be, unless the context otherwise requires, the most recently completed period of four Fiscal Quarters; (a) Consolidated Interest Expense for such period that is paid in cash including, for certainty, provided that, if the Cdn. Borrower on a consolidated basis has guaranteed any Debt of any person which

"Consolidated Fixed Charges" means, for any period, with respect to the Cdn. Borrower on a consolidated basis as at the end of such period:

• Permitted Subordinated Debt and payments under Capital Leases; plus
• (b) the amount of Consolidated Funded Debt (including, for certainty, cash payments of principal on Permitted Subordinated Debt and under Capital Leases) which has a scheduled due date or is otherwise required to be repaid or paid, as the case may be, during such period,

is not a Loan Party, then the Consolidated Fixed Charges shall be determined as if such Debt was directly

created, issued, incurred or assumed by the Cdn. Borrower on a consolidated basis. "Consolidated Funded Debt" means, as at any date, all Debt of the Cdn. Borrower on a consolidated basis as at such date (a) less the amount of any cash and Cash Equivalents (except Uncontrolled U.S. Cash) of the Loan Parties over which the Collateral Agent has a first Security Interest and which are maintained in an account with a financial institution permitted under Section 9.2(r) up to a maximum aggregate deduction of $10,000,000, and (b) excluding obligations in respect of letters of credit which are provided by a Lender to the extent that such letter of credit is fully insured by Export Development Canada or another insurance company acceptable to the Agent, in its sole discretion, up to a maximum exclusion of Cdn. $2,000,000 at any time; "Consolidated Funded Debt to Consolidated EBITDA Ratio" means, at any time, the ratio of (i) consolidated basis (net of depreciation and amortization) as included in the consolidated statement of included, the value attributed to intangible assets of the Cdn. Borrower and its Subsidiaries (including

Consolidated Funded Debt to (ii) Consolidated EBITDA, in each case with respect to the applicable four Fiscal Quarter period, which shall be, unless the context otherwise requires, the most recently completed period of four Fiscal Quarters;

"Consolidated Interest Expense" means, for any period, Interest Expense of the Cdn. Borrower determined on a consolidated basis as at the end of such period;

"Consolidated Net Tangible Assets" means, as at any date, the total assets of the Cdn. Borrower on a financial position in the Financial Statements most recently provided to the Agent, less, to the extent goodwill, patents, trademarks, intellectual property, organization expenses, trade names, deferred costs, deferred charges and other similar intangible assets);

"Consolidated Unfinanced Capital Expenditures" means, for any period, Consolidated Capital Expenditures made or incurred during such period which were not financed (in whole or in part) by any of (a) the Facilities, (b) Permitted Debt, (c) Net Equity Proceeds, (d) the Net Sale Proceeds of a Permitted Disposition effected pursuant to a binding commitment entered into within 180 days of such Permitted Disposition or (e) Net Insurance/Condemnation Proceeds attributable to the loss or damage of the assets being repaired, replaced or restored by such Consolidated Capital Expenditures. the conversion of a Borrowing or a portion thereof is to be made pursuant to a request under Section 3.17; "Conversion Notice" means a notice to effect a Conversion delivered under Section 3.17 and substantially "Creditcard Facilities" means any corporate credit card facilities for commercial purposes (including "commercial credit cards" and "purchasing cards") provided by a Creditcard Lender to a Loan Party; "Creditcard Lender" means a Lender or an Affiliate of a Lender which has provided Creditcard Facilities "Creditcard Obligations" means indebtedness, liabilities and obligations of any Loan Party to a Creditcard

"Conversion" means a conversion of a Borrowing (other than a Letter of Credit) or part thereof from one basis of Borrowing to another (other than a Letter of Credit) and, where applicable, such term shall include the issuance of new Bankers' Acceptances in respect of converted or unconverted portions of a Borrowing;

"Conversion Date" means each Business Day that a Borrower has notified the Agent as the date on which

in the form of Schedule "C" with all applicable blanks completed;

to a Loan Party;

Lender arising under any Creditcard Facilities;

"Currency Swap" means a contract entered into between a Person and a counterparty on a case by case basis in connection with forward rate, currency swap or currency exchange and other similar currency related transactions, the intent of which is to attempt to mitigate or reduce such Person's exposure to fluctuations in exchange rates; "DBNA" is defined in Section 3.7(d); "Debt" means, as at any particular time, as determined in accordance with IFRS and in respect of any (a) indebtedness for borrowed money; (b) all obligations rising pursuant to bankers' acceptance facilities, note purchase facilities and (c) (i) the stated amount of letters of credit or letters of guarantee; and (ii) the uninsured portion (d) all obligations that are evidenced by bonds, debentures, notes or other similar instruments; (e) all obligations under Guarantees, legally binding comfort letters or other contingent

Person and without duplication:

• commercial paper programs;
• of surety bonds supporting obligations which would otherwise constitute Debt within the meaning of this definition;
• obligations as represented in the Financial Statements relating to the indebtedness or other obligations of any other Person which would otherwise constitute Debt within the meaning of this definition; (f) (i) all obligations representing the deferred purchase price of any property to the extent that
• such indebtedness is or remains unpaid after the expiry of the customary time period for

payment, provided however that such time period shall in no event exceed 90 days, and (ii) all obligations created or arising under any conditional sales agreement or other title retention agreement;

• (g) the capitalized amount of any Capital Lease; (h) all other long term obligations (including the current portion thereof) upon which interest charges are customarily paid prior to default, but shall exclude each of the following, determined (as required) in accordance with IFRS: (i) mark to market amounts under any Swaps; (ii) accrued or capitalized interest not yet due and payable; (iii) accounts payable to trade creditors and accrued liabilities incurred in the ordinary (iv) future taxes; and

  • course of business (so long as the same are not outstanding longer than is customary in the ordinary course of business);

(v) any Distribution not yet due and payable; "Debtor Relief Laws" means the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of Canada or of any other applicable jurisdictions from time to time in effect; "Default" shall mean the occurrence of any of the events specified in Section 10.1 which, with the giving of "Defaulting Lender" means, subject to Section 14.2(d), any Lender that:

notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would constitute an Event of Default;

• (a) has failed to (i) fund all or any portion of any Accommodation required to be made by it hereunder within two Business Days of the date such Accommodation was required to be funded hereunder unless such Lender notifies the Agent and the Cdn. Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any Lender any other amount required to be paid by it hereunder within two Business Days of the date when due; (b) has notified the Cdn. Borrower or the Agent in writing that it does not intend to comply with (c) has failed, within three Business Days after written request by the Agent or the Cdn. its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by

• its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund an Accommodation hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied);

• Borrower, to confirm in writing to the Agent and the Cdn. Borrower that it will comply with the Agent and the Cdn. Borrower);

• (d) has, or has a direct or indirect parent entity that has, (i) become the subject of a proceeding under any Debtor Relief Laws, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets; provided that a Lender shall not be a Defaulting Lender under this paragraph (d) solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within Canada or elsewhere or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; or (e) becomes the subject of a Bail-In Action. Lender (subject to Section 14.2(d)) upon delivery of written notice of such determination to the Cdn.

Any determination by the Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Borrower and each Lender;

"Demand for Repayment" means delivery of an Acceleration Notice or a Swap Demand for Repayment;

"Discount Proceeds" means, in respect of any Bankers' Acceptance required to be purchased by a Lender hereunder, an amount (rounded to the nearest whole cent with one-half of one cent being rounded-up) determined as of the applicable Drawdown Date, Conversion Date or Rollover Date which is equal to:

Face Amount x Price

where "Face Amount" is the face amount of such bankers' acceptance and "Price" is equal to:

$$ \frac{1}{1 + (\text{Rate x } \frac{\text{Term}}{365})} $$

where the "Rate" is the applicable Discount Rate expressed as a decimal on the day of purchase; the "Term" is the term of such Bankers' Acceptance expressed as a number of days; and the Price as so determined is rounded up or down to the fifth decimal place with .000005 being rounded-up; by a Lender that is a bank under Schedule I of the Bank Act (Canada), the CDOR Rate; by a Lender that is not a bank under Schedule I to the Bank Act (Canada), the CDOR Rate "Dissenting Lender" is defined in Section 13.5; "Distribution" by a Person means: (a) any declaration or payment by the Person of any dividend or other distribution on or in

"Discount Rate" means:

• with respect to an issue of Bankers' Acceptances having the same maturity date accepted and
• with respect to an issue of Bankers' Acceptances having the same maturity date accepted plus ;

respect of any of the share capital of or partnership or trust interests in such Person;

• (b) any payment by the Person in respect of the redemption, retraction, purchase or other acquisition or retirement, in whole or in part, of any Voting Shares or any share or equity rights in or in relation to its capital or equity;
• respect of any loan or other indebtedness which is owed to any of its Affiliates;
• (c) any payment by the Person of any amount of principal, interest or other amounts in (d) any loan, advance, payment of management or consulting fees or other compensation which is made by the Person to or in favour of a holder of Voting Shares in respect of the Person or an Affiliate of such holder except where any loan, advance of payment is made to any such holder in such holders capacity as an officer, director or employee of such Person in the ordinary course of business; (e) the transfer by such Person of any property or assets for consideration of less than its or under Section 3.5; "EBITDA" means, for any fiscal period and as determined in accordance with IFRS in respect of any (a) Interest Expense; (b) all amounts deducted in the calculation of such net income in respect of the provision for
  • their fair market value to any of its Affiliates;

whether any of the foregoing is made, paid or satisfied in or for cash, property or both;

"Drawdown" means the advance of a Borrowing other than as a result of a Conversion, Rollover or a drawing under a Letter of Credit;

"Drawdown Date" means each Business Day on which Borrowings are to be made pursuant to a request

Person and without duplication, all net income for such period as shown in the Financial Statements (including the cash proceeds of Lost in Hole Equipment received during such period), plus (to the extent deducted in computing such net income or net loss): (c) all amounts deducted in the calculation of such net income in respect of non-cash items, (d) all non-recurring extraordinary losses (other than in the ordinary course of business) (e) all non-cash losses and expenses, including, foreign exchange translation losses, (f) any other unusual or non-recurring cash charges, expenses or losses designated by the

• taxes;

• including depreciation and amortization;

• acceptable to the Lenders (acting reasonably);

• unrealized mark to market liabilities under any Swaps, stock based compensation expenses, losses or write-downs;

• Cdn. Borrower and agreed to by the Required Lenders;

• (g) all amounts which would otherwise constitute EBITDA which are attributable to (i) capital assets acquired in such period other than in the ordinary course of business or (ii) shares or other ownership interests in a Person which becomes a Subsidiary of such Person in such period; (h) losses attributable to minority interests in any Person; and (i) Distributions received in cash in respect of any minority interest in any Person;

• less (to the extent added in computing such net income or net loss): (a) all non-recurring extraordinary gains (other than in the ordinary course of business) acceptable to the Lenders (acting reasonably);

  • mark to market gains under any Swaps, gains or write-ups;
  • (b) all non-cash gains and income, including, foreign exchange translation gains, unrealized (c) EBITDA attributable to (i) capital assets sold, transferred or otherwise disposed of in such period other than in the ordinary course of business or (ii) shares or other ownership interests in a Subsidiary of such Person which are sold, transferred or otherwise disposed of in such period; and

(d) earnings attributable to minority interests in any Person; "EDC A/R" means, whether now existing or hereafter arising, any foreign or domestic accounts, accounts receivable, other receivables, choses in action, general intangibles, chattel paper, instruments, documents, notes and contract rights related to or evidencing the obligations or the receivables arising under any sales or services transactions from the Business provided by the Loan Parties, which specific accounts receivable are covered by Export Development Canada insurance (which has been shipped and billed), for the maximum allowable Export Development Canada insurance coverage for such accounts receivable and which amounts shall be periodically reported to the Agent in the form of Schedule "M" pursuant to Section 9.4(e); provided that the following shall be excluded from calculating the value of EDC A/R at any time: amounts not yet invoiced, intercompany accounts, holdback receivables (being any amount subject to builder's liens or related legislation), accounts in dispute (but only to the amount of such account actually in dispute), accounts subject to set-off, amounts due to sub-contractors billed as accounts receivable, amounts billed for services not as yet completed, accounts subject to undue credit risk and amounts outstanding for more than 180 days from the date of invoice to the customer; Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its resolution of any EEA Financial Institution; "Effective Date" means the date on which the conditions precedent under Section 8.1 have been satisfied; "Electing Lender" is defined in Section 3.3(b); "Election Period" is defined in Section 3.3(b); "Eligible Assignee" means any Person that meets the requirements to be an assignee under

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA established in an EEA Member Country which is a Lender Parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an Lender Parent; Section 13.1(b)(iii), 13.1(b)(v) and 13.1(b)(vi) (subject to such consents, if any, as may be required under Section 13.1(b)(iii)); "Eligible Inventory" means goods (a) that are held by a Loan Party for sale or lease, or that have been leased by a Loan Party; (b) that are to be furnished by a Loan Party or have been furnished by a Loan

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein and Norway;

"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the

Party under a contract of service; or (c) that are materials used or consumed by a Loan Party in the Business;

"Environmental Certificate" means a certificate substantially in the form of Schedule "J" hereto;

"Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including: (a) any claim by a Governmental Authority for enforcement, clean-up, removal, response, remedial or other actions or damages pursuant to any Environmental Laws; and (b) any claim by a person seeking damages, contribution, indemnification, cost recovery,

• compensation or injunctive or other relief resulting from or relating to Hazardous Materials, including any Release thereof, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment;

"Environmental Laws" means all Applicable Laws with respect to the environment or environmental or public health and safety matters contained in statutes, regulations, rules, ordinances, orders, judgments, approvals, notices, permits or policies, guidelines or directives whether or not having the force of law;

"Environmental Liabilities" means any and all indebtedness, obligations and liabilities for any Release, any environmental damage, any contamination or any other environmental problem caused or alleged to have been caused to any Person, property or the environment as a result of any Release or the condition of any Assets, whether or not caused by a breach of Applicable Laws, including all indebtedness, obligations and liabilities arising from or related to: any surface, underground, air, groundwater, or surface water contamination; the abandonment or plugging of any well; restorations and reclamations; the removal of or failure to remove any foundations, structures or equipment; the cleaning up, remediation or reclamation of storage sites; any Release; violation of pollution standards; and personal injury (including sickness, disease or death) and property damage arising from the foregoing; determination is not a Business Day, on the Business Day immediately preceding such date of successor statute of similar import, together with the regulations promulgated and rulings issued

"Environmental Orders" includes all applicable orders, directives, judgments, decisions or the like rendered by any Governmental Authority or court of competent jurisdiction pursuant to Environmental Laws or Environmental Permits;

"Environmental Permits" includes all permits, certificates, approvals, registrations, licences or other instruments issued by any Governmental Authority and relating to or required for the Cdn. Borrower or its Subsidiaries to carry on their respective businesses, activities and operations in compliance with all Environmental Laws and Environmental Orders;

"Equivalent Amount" in one currency (the "First Currency") of an amount in another currency (the "Other Currency") means, as of the date of determination, the amount of the First Currency which would be required to purchase such amount of the Other Currency at the Exchange Rate, or, if such date of determination, or at such other rate as may have been agreed to by the Cdn. Borrower and the Agent;

"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended, and any thereunder, in each case as in effect from time to time, and with references to sections of ERISA to also refer to any successor sections;

"ERISA Affiliate" means any corporation, trade or business that is, along with either Borrower, a member of a controlled group of corporations or a controlled group of trades or businesses as described in section 414 of the Code or section 4001 of ERISA;

"ERISA Event" mean (a) any Reportable Event with respect to a Pension Plan; (b) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Pension Plan; (c) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure to make by its due date a required payment under Section 430(j) of the Code with respect to any Pension Plan or the failure by the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (d) the incurrence by the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition of any Security Interest in favor of the PBGC or any Pension Plan; (e) a determination that any Pension Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430(i) of the Code); (f) the appointment of a trustee to administer any Pension Plan under Section 4042 of ERISA; (g) the incurrence by the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan or a determination that a Multiemployer Plan is, or is reasonably expected to be, Insolvent, in Reorganization or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate; "Erroneous Payment" is defined in Section 12.25(a); "Erroneous Payment Deficiency Assignment" is defined in Section 12.25(d); "Erroneous Payment Return Deficiency" is defined in Section 12.25(d); "Escrow Funds" is defined in Section 10.4; "EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time; "Event of Default" means any of the events or circumstances specified in Section 10.1; "Excess Cash" means:

"ERISA Plan" shall mean any employee pension benefit plan (as such term is defined in section 3(2) of ERISA);

• (a) cash, Cash Equivalents or investment grade securities held by the Loan Parties on a consolidated basis that in aggregate exceed $5,000,000 or its equivalent and which are not reasonably forecasted to be expended within the next 20 Business Days, but excluding the proceeds of Permitted Dispositions and proceeds from the issuance by the Cdn. Borrower of its equity securities, in either case that are accumulated or maintained for a legitimate business purpose and not for the purpose of accumulating a cash reserve; and (b) Uncontrolled U.S. Cash that on a consolidated basis in aggregate exceeds U.S. $5,000,000 or its equivalent. "Exchange Rate" means, on any date with respect to the conversion of one currency into another currency,

the rate of exchange for such conversion as determined by the Agent using the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on such date (or, if not so quoted, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on the Business Day immediately preceding such date); provided that, if such average rate is for any reason unavailable, it shall mean the spot rate of exchange for wholesale transactions quoted by the Agent at approximately noon (Toronto time) on such date in accordance with its usual practice;

"Excluded Taxes" means, with respect to the Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder or under any Loan Document,

• (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction in which the recipient
• is located,
• (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Cdn. Borrower under Section 11.3(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 11.2(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to Section 11.2(a); and (d) any U.S. federal withholding Taxes imposed under FATCA and any Taxes arising from a February 10, 2022 among the Borrowers, each of the financial institutions named as "Lenders" therein, and "Extension" is defined in Section 3.3(a); "Extension Notice" is defined in Section 3.3(d); "Facilities" means, collectively, the Syndicated Facility, the Operating Facility and the Term Facility, and "Facility" means either of them; "FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
  • Lender's failure to properly comply with such Lender's obligations imposed under legislation entered into pursuant to an agreement with the United States of America to provide for the implementation of FATCA-based reporting in that jurisdiction;

"Existing Credit Agreement" means the Amended and Restated Credit Agreement dated as of ATB Financial as Agent;

Existing Letters of Credit Credit Agreement details of which are set forth in Schedule Q;

amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into

pursuant to Section 1471(b)(1) of the Code; "Federal Funds Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such day is not a Business Day, such weighted average for the immediately preceding Business Day for which the same is published or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. If the Federal Funds Rate is determined to be less than zero, it shall be deemed to be zero;

"Financial Assistance" means, with respect to any Person, any loan, Guarantee, indemnity, assurance, acceptance, extension of credit, loan purchase, share purchase, equity or capital contribution, investment or other form of direct or indirect financial assistance or support of any other Person or any obligation (contingent or otherwise) intended to enable another Person to incur or pay any debt or to comply with agreements relating thereto or otherwise to assure or protect creditors of the other Person against loss in respect of Debt of the other Person and includes any guarantee of or indemnity in respect of the Debt of the other Person and any absolute or contingent obligation to (directly or indirectly): (a) advance or supply funds for the payment or purchase of any Debt of any other Person; (b) purchase, sell or lease (as lessee or lessor) any property, assets, goods, services, (c) guarantee, indemnify, hold harmless or otherwise become liable to any creditor of any (d) make a payment to another for goods, property or services regardless of the non-delivery (e) make an advance, loan or other extension of credit to or to make any subscription for

• materials or supplies primarily for the purpose of enabling any Person to make payment of Debt or to assure the holder thereof against loss;
• other Person for, from, against or in respect of any losses, liabilities or damages in respect of Debt;
• or non-furnishing thereof; or
• equity, equity or capital contribution, or investment in or to maintain the capital, working capital, solvency or general financial condition of another Person.

The amount of any Financial Assistance is the amount of any loan or direct or indirect financial assistance or support given, or all Debt of the obligor to which the Financial Assistance relates, unless the Financial Assistance is limited to a determinable amount, in which case the amount of the Financial Assistance is such determinable amount; "Financial Covenants" means the covenants in Section 9.1; "Financial LC" means a stand-by letter of credit if it serves as a payment guarantee of a Loan Party's

financial obligations and is treated as a direct credit substitute for purposes of applicable capital adequacy guidelines;

"Financial Lease" means any lease of property, real or personal, or any similar arrangement which would, in accordance with GAAP, be required to be classified and accounted for as a lease on a statement of financial position of a lease (where the lessee is the Cdn. Borrower or any of its Subsidiaries), provided that any lease which would not have been capitalized under GAAP as in effect on December 31, 2018 shall, notwithstanding any subsequent change in GAAP, not constitute a Financial Lease hereunder, including for the purposes of calculating the Applicable Margin and all financial covenants in Section 9.1 and the definitions used therein (whether such lease is entered into or assumed before or after December 31, 2018); "Financial Statements" means the financial statements (including the notes thereto) of the Cdn. "Fiscal Year" means the Cdn. Borrower's fiscal year commencing on January 1 of each year and ending on December 31 of such year;

Borrower, which shall be consolidated unless expressly provided otherwise and shall include a balance sheet, a statement of income and retained earnings and a statement of cash flows, together with comparative figures in each case (where a comparative period on an earlier statement exists), all prepared, maintained and stated in accordance with IFRS;

"Fiscal Quarter" means the three month period commencing on the first day of each Fiscal Year and each successive three month period thereafter during such Fiscal Year;

"Floor" means a rate of interest equal to zero; "Foreign Benefit Arrangement" means any employee benefit arrangement mandated by non- U.S. or non-Canadian law that is maintained or contributed to by the Cdn. Borrower of any of its Subsidiaries or any ERISA Affiliate;

"Foreign Lender" means any Lender that is not organized under the laws of the jurisdiction in which the applicable Borrower is resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the applicable Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition, Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction; "Fronted LC Commitment" means each Fronting Lender's obligation hereunder to issue Fronted Letters "Fronted LC Payment Period" is defined in Section 5.5(a); "Fronted Letter of Credit" means any letter of credit or bank letter of guarantee issued by a Fronting

"Foreign Plan" means each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to U.S. or Canadian law and is maintained or contributed to by the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate;

of Credit for the account of a Borrower in an aggregate principal amount in Cdn. Dollars (or the Equivalent Amount in U.S. Dollars) equal to the amount set forth opposite such Fronting Lender's name on Schedule "A" hereto or in an Assignment and Assumption as such Fronting Lender's Fronted LC Commitment or in an agreement between a Borrower and such Lender of which the Agent has received a copy, in any case, as such amount may hereafter be increased, decreased, cancelled or terminated from time to time pursuant to this Agreement; (a) a Financial LC; or (b) a Non-Financial LC; and "Fronted Letters of Credit" shall refer collectively to all Fronted Letters of Credit outstanding at any time; "Fronting Fee" is defined in Section 5.5(b); "Fronting Fee Rate" means, for the purposes of fees payable by a Borrower pursuant to Section 5.5(b) in

Lender for the account of the Lenders as the same may be amended, supplemented, extended or otherwise modified from time to time in accordance with the terms hereof and thereof. Each such Fronted Letter of Credit shall be designated pursuant as either:

connection with Fronted Letters of Credit, the per annum fee to be charged by a Fronting Lender for the issuance by it of Fronted Letters of Credit, as such fee is agreed to in writing between a Borrower and the applicable Fronting Lender. In the absence of such Agreement, the Fronting Fee Rate shall be ;

"Fronting Lender" means (a) ATB, and (b) each other Lender who from time to time agrees with the Agent and a Borrower, pursuant to a Fronting Lender Acknowledgement substantially in the form of Schedule "K", to issue or have outstanding Fronted Letters of Credit, in either case for so long as ATB or such other Lender(s), as applicable, has a Fronted LC Commitment hereunder or has issued Fronted Letters of Credit hereunder which remain outstanding, or has issued existing letters of credit that as and from the Effective Date are outstanding hereunder;

"Fund" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities;

and which effective January 1, 2011 encompass IFRS;

"GAAP" means generally accepted accounting principles which are in effect from time to time in Canada, "Governmental Action" means any authorization, consent, approval, waiver, order, decree, license, exemption, permit, registration, filing, qualification or declaration of or with any Governmental Authority (other than routine reporting requirements) or the giving of notice to any Governmental Authority or any other action in respect of a Governmental Authority;

"Governmental Authority" means the government of Canada or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and including a Minister of the Crown, the Superintendent of Financial Institutions or other comparable authority or agency;

"Guarantee" means any undertaking to assume, guarantee, indemnify, endorse (other than the routine endorsement of cheques in the ordinary course of business), contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any indebtedness, obligations or liabilities of any Person; provided that the amount of each Guarantee shall be deemed to be the amount of the indebtedness, obligations or liabilities guaranteed thereby, unless the Guarantee is limited to a specified amount or to realization exclusively on specified assets in which case the amount of such Guarantee shall be deemed to be the lesser of such specified amount or the fair market value of such specified assets, as the case may be, or the amount of such indebtedness, obligations or liabilities; "HASCAP Borrower" means Cathedral Energy Services Ltd., its successors and permitted assigns; "HASCAP Lender" means ATB in its capacity as lender under the HASCAP Loan; "HASCAP Loan" means the demand, non-revolving term loan in the amount of $1,000,000 made available "HASCAP Loan Effective Date" means June 22, 2021; "HASCAP Obligations" means indebtedness, liabilities and obligations of the HASCAP Borrower to the "Hazardous Materials" means any substance or mixture of substances defined as or determined to be a

by the HASCAP Lender to the HASCAP Borrower on the terms set forth in Schedule "O";

HASCAP Lender arising under the HASCAP Loan;

pollutant, contaminant, waste, hazardous waste, hazardous chemical, hazardous substance, toxic substance or dangerous good under any Environmental Law;

"IFRS" means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the "IASC Foundation"), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation but only to the extent the same are adopted by the Chartered Professional Accountants of Canada ("CPAC") as Generally Accepted Accounting Principles in Canada and then subject to such modifications thereto as are agreed by the CPAC;

"including", in any Loan Document, means "including, without limitation", and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it, and "includes" shall be construed in a like manner;

"Indemnified Party" is defined in Section 9.6(a);

"Indemnified Taxes" means Taxes other than Excluded Taxes;

"Indemnitee" is defined in Section 14.3(c); "Information" is defined in Section 13.4; "Insolvency Event" means an Event of Default specified in Sections 10.1(g) or 10.1(h); "Intellectual Property" means, collectively, patents, patents pending, copyrights, proprietary, processes or programs, industrial designs, trademarks, trademark applications, trade names and other intellectual property of every nature and kind; "Interest Expense" means, for any fiscal period, without duplication, interest expense of the Cdn.

"Interest Date" means the last Business Day of each month;

Borrower on a consolidated basis determined in accordance with IFRS, and in any event includes:

• (a) all interest accrued or payable in respect of such period, including capitalized interest, imputed interest with respect to lease obligations included as Debt and amortization of debt issuance costs and original issue discount;
• (b) all fees (including standby and commitment fees, acceptance fees in respect of bankers' acceptances and fees payable in respect of letters of credit, letters of guarantee and similar instruments but excluding agency fees in respect of the Facilities and other credit facilities from time to time) accrued or payable in respect of such period, prorated (as required) over such period; (c) any difference between the face amount and the discount proceeds of any bankers' (d) all net amounts charged (a positive number) or credited (a negative number) to interest
• acceptances, commercial paper and other obligations issued at a discount, prorated (as required) over such period; and
• expense under any Interest Hedging Agreements in respect of such period;

"Interest Swap" means a contract entered into between a Person and a counterparty, on a case by case basis, in connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate related transactions, the intent of which is to mitigate or reduce such Person's exposure to fluctuations in interest rates;

"Investment" means an investment held by a Person, directly or indirectly, in another Person (whether such investment was made by the first-mentioned Person in such other Person or was acquired from a third party), including the holding of common or preferred shares, the holding of a Debt obligation, a contribution of capital in such other Person, the holding of a partnership interest in such other Person or the entering into of a joint venture or similar arrangement with such other Person;

"ISDA Master Agreement" means either the 1992 form of Master Agreement (Multi Currency-Cross Border) published by the International Swap Dealers Association, Inc. or the form of 2002 Master Agreement published by the International Swaps and Derivatives Association, Inc.,. or any successor form thereto, and as used in this Agreement in relation to Lender Swaps means the form of such agreement as entered into between the applicable Loan Party and the applicable Swap Lender;

"Issue Date" means, as to any Fronted Letter of Credit, the date on which such Fronted Letter of Credit is issued;

"Judgment Currency" is defined in Section 13.2;

"Judicial Order" is defined in Section 3.14(c); "Knowledge" means, in respect of a Borrower, the knowledge of any director or senior officer of such Borrower who has current knowledge of the relevant facts or circumstances after due enquiry by such Person;

"LC Application" means an application on the Fronting Lender's standard form of letter of credit application submitted to such Fronting Lender by a Borrower requesting the Fronting Lender to issue a Fronted Letter of Credit hereunder subject to such changes thereto as are requested by such Borrower and agreed to by the Fronting Lender, acting reasonably, and in any event consistent with the terms of this Agreement; "LC Expenses" is defined in Section 3.12(a); "LC Obligations" means the obligation of each Borrower at any time for an amount equal to the aggregate "Lender BA Suspension Notice" is defined in Section 11.5(c) "Lender Parent" means any person that directly or indirectly controls a Lender and, for the purposes of this Party), at the time the Swap was entered into, is a Lender or an Affiliate of a Lender, whether or not such

"LC Disbursement" means any payment by a Fronting Lender under a Fronted Letter of Credit plus all taxes and reasonable and customary fees, charges and other costs and expenses incurred by such Fronting Lender in connection with such payment;

undrawn amount of all Letters of Credit then outstanding;

"Lender Outstandings" means collectively all Borrowings, Creditcard Obligations and Permitted Swap Indebtedness and HASCAP Obligations;

definition, "control" shall have the same meaning as set forth in the definition of "Affiliate" contained herein;

"Lender Swap" means any Swap entered into by a Loan Party where the other party (other than such Loan Lender remains a Lender thereafter;

"Lenders" means the Persons listed on the signature pages hereto as Lenders and any other Person that shall have become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption, and "Lender" means any one of them;

"Letter of Credit Fee" means a fee based on the applicable Consolidated Funded Debt to Consolidated EBITDA Ratio as set out in the definition of "Applicable Margin" and expressed as a rate per 365 day period with respect to Letters of Credit;

"Letters of Credit" means, collectively, all Fronted Letters of Credit outstanding at any time, and "Letter of Credit" shall mean any one of them;

"Loan Documents" means collectively, this Agreement, the Swap Credit Documents, each Subsidiary Guarantee, each agreement between a Creditcard Lender and a Loan Party with respect to Creditcard Facilities, each agreement between a Cash Management Lender and a Loan Party with respect to Cash Management Services, the Security, each Bankers' Acceptance, each application and indemnity with respect to a Letter of Credit, the arrangement/syndication fee agreements pertaining to the Facilities, the agency agreement pertaining to the Facilities, and all other agreements, certificates, instruments and documents delivered by or on behalf of any Loan Party in connection herewith or therewith from time to time, and all future renewals, extensions or restatements of, or amendments, modifications or supplements to, all or any part of the foregoing; and "Loan Document" means any of them;

"Loan Parties" means, collectively, the Borrowers and each Material Subsidiary, and "Loan Party" means any one of them;

"Loans" means Prime Loans, U.S. Base Rate Loans and SOFR Loans;

"Loss" is defined in Section 9.6(a);

"Lost in Hole Equipment" means any oilfield services equipment of an Loan Party that is damaged or obliged to provide reimbursement in respect thereof;

lost in the well drilling or completion process, which loss a customer of an Loan Party is contractually "Mark-to-Market" means, in respect of any Swap and for any day on which the Mark-to-Market is calculated, the amount, if any, that would be payable by any Loan Party to a counterparty (expressed as a positive number, a "Positive Mark-to-Market") or by such counterparty to such Loan Party (expressed as a negative number, a "Negative Mark-to-Market"), estimated by making at mid-market the calculations required by the ISDA Master Agreement between such counterparty, on the one hand, and such Loan Party, on the other hand, as if such ISDA Master Agreement were being terminated as a result of a Termination Event (as defined in the ISDA Master Agreement) with two Affected Parties (as defined in the ISDA Master Agreement) on that day of calculation; (a) impair in any material manner the ability of any Loan Party to perform any material (b) have any material and adverse effect upon the validity or enforceability of any of the (c) be material and adverse to the business, operations, assets, condition (financial or "Material Contract" means any contract to which a Loan Party is a party that could result in a Material

"Material Adverse Effect" means any event, circumstance, occurrence or change which would reasonably be expected to:

• obligation under any Loan Document or any Lender Swap;
• Security or upon the ranking of any of the Security Interests granted thereby or the material rights or remedies intended or purported to be granted to the Agent or the Collateral Agent under or pursuant to the Security; or
• otherwise) or results of operations of the Loan Parties, on a consolidated basis and taken as a whole;

Adverse Effect if a default or early termination was to occur thereunder;

"Material Subsidiary" means:

• (a) any Subsidiary of the Cdn. Borrower which directly (i) owns 5% or more of Consolidated Net Tangible Assets as shown on the consolidated statement of financial position in the Financial Statements most recently provided to the Agent or (ii) accounts for 5% or more of Consolidated EBITDA for the 12 month period covered by the Financial Statements most recently provided to the Agent, (b) any Subsidiary of the Cdn. Borrower which has a direct or indirect ownership interest in a (c) any Subsidiary of the Cdn. Borrower which holds Debt of a Material Subsidiary, and (d) any other Subsidiary of the Cdn. Borrower designated (and not de-designated) as a Material Subsidiary from time to time pursuant to, and in compliance with, Section 9.5;
• Material Subsidiary,

but does not include the U.S. Borrower for so long as it is a Borrower hereunder;

"Maturity Date" means the third anniversary of the Effective Date, as such date may be extended pursuant to Section 3.3 with respect to an Electing Lender; "Multiemployer Plan" means a multiemployer plan as defined in section 4001(a)(3) of ERISA to which

the Cdn. Borrower or any of its Subsidiaries or ERISA Affiliate may have any liability;

"Negative Mark-to-Market" is defined in the definition of Mark-to-Market;

"Net Debt Proceeds" means proceeds, net of underwriting discounts, fees and commissions approved by the Lenders and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, from the issuance of Debt by a Loan Party after the Effective Date; "Net Equity Proceeds" means proceeds net of underwriting discounts, fees and commissions approved

by the Lenders and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, from the issuance of Equity Securities by a Loan Party after the Effective Date; "Net Insurance/Condemnation Proceeds" means any payments or proceeds received by a Loan Party: (i) under any insurance policy in respect of the Assets (other than third party liability insurance) or (ii) as a result of the taking of any Assets or part thereof by any Person pursuant to the power of condemnation, expropriation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case net of any actual and reasonable documented costs incurred by a Loan Party in connection with the adjustment or settlement of any claims of a Loan Party in respect thereof; "Net Sale Proceeds" means, in connection with the sale of any Assets or part thereof, the gross proceeds "Non-Acceptance Discount Rate" means, for any day, the Discount Rate in paragraph (b) of the definition "Non-Electing Lender" is defined in Section 3.3(b); "Non-Financial LC" means a Letter of Credit that is not a Financial LC; "Non-Material Subsidiary" means any Subsidiary of the Cdn. Borrower which is not a Material Subsidiary, but shall not include the U.S. Borrower for so long as it is a Borrower under this Agreement; as of the

arising from or in connection with such sale, net of GST and after deducting all reasonable selling and legal expenses;

thereof, other than as it relates to ATB, where it shall mean the CDOR Rate;

"Non-Acceptance Lender" means a Lender which does not accept bankers' acceptances in the ordinary course of its business;

"Non-Defaulting Lender" means, at any time, each Lender that is not a Defaulting Lender at such time;

Effective Date there are no Non-Material Subsidiaries;

"Non-Takeover Lender" is defined in Section 3.20(c); "Obligations" at any time means, in relation to the Facilities, all indebtedness, obligations and liabilities of the Borrowers to the Lenders, the Swap Lenders, the Creditcard Lenders, the Cash Management Lenders, the Fronting Lenders, the Agent and the Collateral Agent, direct or indirect, present or future, absolute or contingent and matured or not, including the aggregate at any such time of: (a) the Lender Outstandings; (b) all obligations of a Loan Party under Lender Swaps; (c) all Creditcard Obligations; (d) all obligations of a Loan Party in respect of Cash Management Services;

• (e) all obligations of the Borrowers under any guarantees of the obligations of any other Loan Parties to the Lenders, the Swap Lenders, the Creditcard Lenders, the Cash Management Lenders, the Fronting Lenders and/or the Agent (including the guarantees referred to in Section 6.1(k) and 6.3(g)); (f) all accrued and unpaid interest outstanding from the Borrowers in respect of Prime Loans, U.S. Base Rate Loans and SOFR Loans and all other interest and fees payable pursuant
• to Article 5; and
• (g) all fees, expenses, reimbursement obligations, indemnities (including environmental indemnities included in the Security) and other amounts of any nature or kind that are payable by the Borrowers under this Agreement or any other Loan Documents but not included in any of the foregoing, whether matured or unmatured; "OFAC" is defined in Section 2.1(ee)(i)(A); "OFAC Listed Person" is defined in Section 2.1(ee)(i)(A); "OFAC Sanctions Program" means any economic or trade sanction that OFAC is responsible for "One Month BA Rate" means, on any day, the CDOR Rate (determined as of 8:00 a.m. Calgary time on "Operating Facility" is defined in Section 3.1(b)(ii); "Operating Facility Amount" means Cdn. $10,000,000, as such amount may be decreased pursuant to

administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx;

"Old GAAP" is defined in Section 1.6(b);

such day) which would be applicable in respect of an issuance of Bankers' Acceptances issued on such day, or if such day is not a Business Day, then on the immediately preceding Business Day;

other provisions of this Agreement;

"Operating Facility Commitment" means, with respect to the Operating Lender, its obligation to make Prime Loans and U.S. Base Rate Loans available to the Borrowers, subject to the terms of this Agreement, in an aggregate amount not at any time in excess of the Operating Facility Amount, as such amount may hereafter be cancelled, reduced, increased or terminated from time to time pursuant to the provisions of this Agreement; for all payments in Canadian Dollars, the following account maintained by the Operating Lender to which payments and transfers are to be effected as follows: for all payments made by the Cdn. Borrower:

"Operating Lender" means ATB in its capacity as the provider of the Operating Facility;

"Operating Lender's Account for Payments" means:

• ATB Financial 102 8 th Avenue S.W. Calgary, Alberta T2P 1B3 Swift Code: Beneficiary/For Account of: Cathedral Energy Services Ltd. Address: 6030 3 rd Street S.E. Calgary, Alberta T2H 1K2 Transit & Account:

(ii) for all payments made by the U.S. Borrower: ATB Financial 102 8th Avenue S.W. Calgary, Alberta T2P 1B3 Swift Code: Beneficiary/For Account of: Cathedral Energy Services, Inc. Address: 6030 3 rd Street S.E. Calgary, Alberta T2H 1K2 Transit & Account: for all payments in U.S. Dollars, the following account maintained by the Operating Lender to which payments and transfers are to be effected as follows: for all payments made by the Cdn. Borrower: Bank of America New York

• 100 W 33rd Street, New York, New York USA 10001 Swift Code.: ABA No.: Beneficiary/for the account of: ATB Financial Address/Branch: 2100, 10020 100 St N.W., Edmonton, AB T5J 0N3 A/C# FFC: Cathedral Energy Services Ltd. Transit/Account: for all payments made by the U.S. Borrower: Bank of America New York 100 W 33rd Street, New York, New York USA 10001 ABA No.: Beneficiary/for the account of:
• Swift Code.: ATB Financial Address/Branch: 2100, 10020 100 St N.W., Edmonton, AB T5J 0N3 A/C# FFC: Cathedral Energy Services, Inc. Transit/Account:

or such other place or account as may be agreed upon by the Operating Lender and the Cdn. Borrower from time to time;

"Operating Lender's Branch of Account" means the office or branch of the Operating Lender located at the address set forth under the Operating Lender's name on Schedule "A" or such other office or branch of the Operating Lender in Canada as the Operating Lender may advise the Cdn. Borrower in writing;

"Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under this Agreement or any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document but does not include Excluded Taxes;

"Overdraft" means, in respect of the Operating Facility, an amount owing by a Borrower to the Operating Lender from time to time as a result of clearance of cheques or drafts drawn on, or transfers of funds from, accounts that a Borrower maintains with the Operating Lender at the Operating Lender's Branch of Account in Canadian Dollars for such purpose;

ERISA and any entity succeeding to any or all of its functions under ERISA;

"Participant" is defined in Section 13.1(d); "Participation Date" is defined in Section 3.10(b); "Payment Recipient" is defined in Section 12.25(a); "PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of "Pension Plan" means any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Cdn. Borrower or any of its Subsidiaries or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in section 3(5) of ERISA; (a) any acquisition in respect of which each of the following criteria shall have been satisfied: (i) the business or operating assets related to the acquisition are located in Canada (ii) the acquisition is not a hostile acquisition; (iii) the acquisition is within the Business; (iv) the acquisition is for all or substantially all of the shares of the Person being

"Permitted Acquisition" means:

• • or the United States;

  • acquired, or all or substantially all of the assets of the Person selling the same;

• (v) the Loan Parties have provided all necessary or advisable Security Interests to the Agent to ensure the Lenders' first ranking security interest in the assets acquired together with opinions and other documents as the Agent may require, all in form and substance satisfactory to the Agent's counsel; (vi) the Agent has received evidence that the Loan Parties have sufficient funding (vii) the Agent has received satisfactory evidence that the business or assets acquired (viii) after giving effect to any Accommodation made to finance such acquisition, the pro than 2.25:1; provided that for the purposes of the foregoing, such ratio shall be (A) in calculating Consolidated Funded Debt, Consolidated Funded Debt shall (B) in calculating Consolidated EBITDA, Consolidated EBITDA shall be

  • available to them to close the acquisition;
  • shall be, upon closing of the acquisition free and clear of all Security Interests other than Permitted Encumbrances;
  • forma ratio of Consolidated Funded Debt to Consolidated EBITDA shall be less based on that in effect as at the most recently completed Fiscal Quarter, but: (ix) the Borrowing Base has been re-determined after giving effect to any
    • be increased to give effect to any Accommodation under the Facilities made to finance such acquisition; and
    • increased by EBITDA attributable to the most recently completed four Fiscal Quarters of the acquired business or assets (if applicable) and as agreed to by the Required Lenders; and
  • Accommodation made to finance such acquisition, and the Lender Outstandings are equal to or less than the Borrowing Base as so redetermined;

• (b) for acquisitions in a Fiscal Year that are in excess of Cdn. $5,000,000 (when taken as a whole) each of the following criteria shall have been satisfied in addition to subparagraph (a) directly above: (c) the Specified Purchase Transaction; and

  • (i) the Agent has received satisfactory due diligence materials including the purchase and sale agreement, financial information, any fairness opinions, and appraisals (if applicable); (ii) the Agent has received evidence that all material operating permits, approvals and (iii) the Agent has received evidence of completion of legal and environmental due
  • consents are in place; and
  • diligence along with an officer's certificate certifying there are no environmental liabilities or outstanding litigation that could cause a Material Adverse Effect;

(d) any acquisition which is consented to in writing by the Agent on behalf of all of the Lenders; "Permitted Contest" means, in respect of any Loan Party, action taken by it in good faith by appropriate proceedings diligently pursued to contest any Taxes, Other Taxes, claims or Security Interests, provided that: (a) the Loan Party has established reasonable reserves therefor in a segregated trust fund, (b) proceeding with such contest will not create a material risk of sale, forfeiture or loss, or "Permitted Debt" means, in respect of any Loan Party: (a) the Obligations; (b) Debt owing by an Loan Party to another Loan Party; (c) Debt secured by a Permitted Encumbrance, provided that such Debt is within the applicable

• and

• interference with the use of any material property or asset of such Loan Party and would not have a Material Adverse Effect;

• amount of the limitations, if any, set out in the applicable provision of the definition of Permitted Encumbrances;

• (d) Debt which constitutes Financial Assistance permitted by Section 9.3(f); (e) Debt in respect of credit card facilities made available by The Bank of Nova Scotia to the Borrowers in an amount not to exceed the authorized amount of such credit card facilities as at the Effective Date and provided that such credit card facilities shall be repaid in full and cancelled by no later than six months following the Effective Date; (f) other Debt which is consented to in writing by the Agent on behalf of all of the Lenders; and (a) a sale or disposition in the ordinary course of business, in accordance with sound industry

(g) Permitted Subordinated Debt; "Permitted Disposition" means, in respect of any Loan Party: practice and on commercially reasonable terms of tangible personal property that is obsolete, no longer useful for its intended purpose or being replaced in the ordinary course of business;

• (b) a sale or disposition of inventory in the ordinary course of business at fair market value to a Person dealing at arm's length with such Loan Party;

• (c) a sale or disposition of any assets or properties by an Loan Party to another Loan Party; (d) a disposition or loss of Lost in Hole Equipment in the ordinary course of business; (e) a sale or disposition of any other assets of the Loan Parties in the ordinary course of business at fair market value to a Person dealing at arm's length; provided that the aggregate proceeds from all such dispositions in any Fiscal Year does not exceed an amount equal to 5% of the Capital Assets of the Loan Parties, determined on a consolidated basis as at the end of the immediately preceding Fiscal Year; or

• (f) a sale or disposition of assets of the Loan Parties in the ordinary course of business at fair market value to a Person dealing at arm's length for aggregate proceeds of disposition in any Fiscal Year in excess of the amount permitted by clause (f) above; provided that 100% of such excess proceeds are reinvested in the Business of the Loan Parties within 90 days following the completion of such disposition, and pending such reinvestment, are maintained with the Agent as provided in Section 9.2(r); (a) the Security Interests created by the Security; (b) liens for taxes, rates, assessments or other governmental charges or levies not yet due (or (c) liens under or pursuant to any judgment rendered or claim filed which (i) in the aggregate (d) inchoate liens, charges or encumbrances imposed or permitted by landlords, carriers,

"Permitted Encumbrances" means, in respect of any Loan Party, any of the following:

• if overdue are being contested by such Loan Party by a Permitted Contest and then, only for so long as such contestation effectively postpones the rights of the holders thereof to enforce such liens);

• for all such judgments or claims, does not exceed $2,000,000, and (ii) shall be contested by a Permitted Contest;

• warehousemen, repairmen and construction contractors laws, such as garagemens' liens, carriers' liens, builders' liens, materialmens' liens and other liens, privileges or other charges of a similar nature, which relate to obligations not due or delinquent or if due or delinquent are being contested by such Loan Party by a Permitted Contest;

• (e) deposits, pledges or liens to secure its assessments or current obligations which are not at the time overdue or otherwise dischargeable by the payment of money, and which are incurred in the ordinary course of its business under workers' compensation laws, unemployment health, unemployment insurance or other social security legislation or similar legislation, provided that such liens are in amounts commensurate with such current obligations; (f) liens or any rights of distress reserved in or exercisable under any lease or sublease to (g) the right reserved to or vested in any Governmental Authority or other Person by the terms

• which it is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease, provided that such rent is not then overdue and it is then in compliance in all material respects with such terms;

• of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

• bids or tenders;

• (h) any mortgage, charge, lien or security interest in respect of any deposits in connection with all statutory exceptions, qualifications and reservations in respect of title;

• (i) all reservations in the original grant from the Crown of any lands or interests therein and (j) easements, rights-of-way, servitudes, restrictions, encroachments, protrusions or other similar rights in and (including rights-of-way and servitudes for railways, sewers, drains, pipe lines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) and minor defects in title or minor irregularities affecting real property granted to or reserved or taken by other Persons which either alone or in the aggregate do not detract from the value of such land or materially impair its use in the operation of any Loan Party's business; (k) security given by any Loan Party to a public utility or any municipality or governmental or (l) deemed security interests pursuant to Applicable Law relating to leases which would not (m) deposits to secure the performance of bids, trade contracts, governmental contracts and (n) liens in favour of customs and revenue authorities arising as a matter of law to secure

• other public authority when required by such public utility or municipality or other governmental authority in the ordinary course of the business of any Loan Party in connection with such Loan Party's operations provided such security does not either alone or in the aggregate materially detract from the value of the Assets affected thereby or materially impair its use in the conduct of such Loan Party's business; (o) liens on cash advances in favour of the seller of any Assets to be acquired in an Acquisition (p) liens on cash advances in favour of the seller in respect of any Investment permitted under

• have been capitalized under GAAP as in effect on December 31, 2018;

• leases (other than Debt), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (q) liens consisting of an agreement to dispose of any Assets pursuant to a Permitted (r) liens solely on any cash earnest money deposits made by the Loan Parties in connection (s) liens granted for liabilities for insurance premium returns and insurance proceeds granted

• payment of customs duties in connection with the importation of goods in the ordinary course of business; (t) liens placed on the equity securities of any Investment permitted under the Agreement in

• permitted under Section 9.3(e) to be applied towards the purchase price for such Acquisition; (u) liens by any Loan Party in favour of another Loan Party;

• the Agreement to be applied against the purchase price for such Investment;

• Disposition;

• with any letter of intent or purchase agreement permitted hereunder;

• in favour of insurance companies in connection with the financing of insurance premiums permitted hereunder;

• the form of a transfer restriction, purchase option, call or similar right of a third party investor in such Investment;

• (v) Security Interests created by or securing:

  • (i) Purchase Money Security Interests,

(ii) Financial Leases, and (iii) Debt that is permitted by Section 9.3(b), which in the aggregate for the Cdn. Borrower and its Subsidiaries do not at any time secure obligations in excess of $5,000,000; and

(w) other Security Interests agreed to in writing by the Agent on behalf of all of the Lenders; "Permitted Subordinated Debt" means any unsecured subordinated Debt owing by a Loan Party to a direct or indirect shareholder of the Cdn. Borrower (or such other Person as may be consented to by all of the Lenders, acting reasonably); provided that: (a) such Debt has no scheduled or mandatory payments of principal (other than upon acceleration) or sinking fund obligations prior to the date that is six months after the latest Maturity Date of any Lender in effect upon the date of incurrence thereof, and (b) the terms of such Debt (including subordination and/or postponement terms) are satisfactory to the Required Lenders, acting reasonably; for hedging purposes and not for speculative purposes, provided that such Swaps are permitted within (a) Permitted Encumbrances; (b) title defects or irregularities which are of a minor nature and which in the aggregate will not materially impair the use of the Asset for the purposes for which it is held, or impair its (c) title defects which are disclosed to and expressly consented to in writing by the Agent on

"Permitted Swap Indebtedness" means Swap Indebtedness of any Loan Party to a Swap Lender under a Permitted Swap and for which the only security is the Security;

"Permitted Swaps" means any Swap entered into by a Loan Party in the ordinary course of business and the grant of authority by the Cdn. Borrower's Board of Directors or otherwise approved by such board;

"Permitted Title Defects" means, in respect of any particular Asset of a Loan Party, the following defects in its title thereto:

• saleability, or cause a material disruption or reduction in the operation thereof or the cash flow associated therewith; or "Platform" is defined in Section 14.7(d)(i); "Positive Mark-to-Market" is defined in the definition of "Mark-to-Market"; "Prime Loan" means the advances or any portion thereof made available by the Lenders to a Borrower
  • behalf of the Required Lenders as constituting Permitted Title Defects hereunder;

"Person" means any individual, firm, partnership, corporation or other body corporate, Governmental Authority, trust, unincorporated body of persons or association and the heirs, executors, administrators or other legal representatives of an individual;

pursuant to any of Sections 3.5, 3.10, 3.17, 3.18 or 3.22 and outstanding from time to time, which are denominated in Canadian Dollars and on which such Borrower has agreed to pay interest in accordance with Section 5.1;

"Prime Rate" means, with respect to Prime Loans on any day, the greater of:

• the annual rate of interest announced from time to time by the Agent or the Operating Lender, as applicable, as being its reference rate then in effect for determining interest rates on Canadian Dollar denominated commercial loans made by the Agent or the Operating Lender, as applicable, in Canada (the "Floor Rate"); and the One Month BA Rate in effect on such day plus . If the Prime Rate is determined to be less than zero, it shall be deemed to be the greater of (i) the Floor

Rate and (ii) zero;

"Priority Payable" means, at any time, any amount due and payable at such time by an obligor which is secured by an encumbrance or statutory right or claim in favour of any Governmental Authority which ranks prior to or pari passu with the Security Interests created by the Security in respect of Canadian A/R, US A/R, Approved Insured A/R, Blue Chip A/R or EDC A/R, as the case may be, including to the extent so ranking, amounts due and payable for wages, vacation pay, termination and severance pay, employee deductions (including income, withholding, social security and other employment taxes), sales tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) (net of GST input credits), workers compensation premiums, municipal taxes, government royalties, pension fund obligations and overdue rents or taxes; (a) a Security Interest taken or reserved in property to secure payment of all or part of its (b) a Security Interest taken in property by a Person who gives value for the purpose of enabling "Purchasing Lender" is defined in Section 3.3(h); "Rateable" and "Rateably" means, subject to adjustment pursuant to Section 10.8(c), the proportion that "Real Property Listing" means a written list of the interests in real property (whether freehold or leasehold)

"Purchase Money Security Interest" means:

• purchase price or the cost of construction of any improvement thereon; and
• an Loan Party to acquire rights in such property, to the extent that the value is applied to acquire those rights;

the Lender Outstandings of any Lender or Swap Lender (if not then a Lender) bears to the aggregate of the Lender Outstandings of all Lenders and Swap Lenders, as determined at the Adjustment Time;

and the other property, plant and equipment of the Loan Parties as included in the Financial Statements, to the extent comprising real property (or interests therein) and fixtures owned by the Loan Parties, showing for each a description of the property, location by complete municipal address, a legal description sufficient to permit the registration of a fixed mortgage on such property, cost, depreciation and net book value; "Register" is defined in Section 13.1(c); "Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors,

officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates;

"Release" has the meaning prescribed in any Environmental Laws and includes any presence, release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leaching, spraying, inoculation, abandonment, seeping, emptying, throwing, dumping, placing, exhaust, or migration of any element or compound in, on, under, into or out of the indoor or outdoor environment through the air, soil, subsoil, surface water, groundwater, rock formation, portions of a building or any other facility (including the abandonment, storage or disposal of any barrels, tanks, vessels, containers or receptacles containing any Hazardous Materials), or otherwise;

"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto; "Removal Effective Date" is defined in Section 12.6(b); "Reorganization" means with respect to any Multiemployer Plan, the condition that such plan is in "Repayment Notice" means a notice to effect a repayment of Borrowings delivered under Section 3.15 "Replacement Lender" is defined in Section 3.3(i); "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA or the regulations

reorganization within the meaning of Section 4241 of ERISA;

"Reorganization Transaction" is defined in Section 9.3(g);

and substantially in the form of Schedule "C" with all applicable blanks completed;

issued thereunder, other than those events for which the thirty day notice period has been waived;

"Request for Extension" means a request for extension substantially in the form attached hereto as Schedule "E" executed by a Responsible Officer of the Cdn. Borrower;

"Request Period" is defined in Section 3.3(a); "Required Lenders" means at any time (i) if there are only one or two Lenders, all of the Lenders; and (ii) if there are more than two Lenders, Lenders holding, at least aggregate of the outstanding Borrowings); "Resignation Effective Date" is defined in Section 12.6(a); "Responsible Officer" means the chief executive officer, president, any executive vice-president, chief the rollover of a Borrowing or a portion thereof is to be made pursuant to a request under Section 3.18; "Rollover Notice" means a notice to effect a Rollover delivered under Section 3.18 and substantially in the

financial officer, any vice-president or the treasurer of the Cdn. Borrower;

"Rollover" means, in respect of a maturing Bankers' Acceptance or SOFR Loan, the provision by a Lender of a further Borrowing by way of a Bankers' Acceptance or SOFR Loan, as applicable, in the same currency, the proceeds of which are to be applied in whole or part to the repayment of the maturing Borrowing, and with respect to any outstanding Letter of Credit, the extension of the expiry date thereof;

"Rollover Date" means each Business Day that a Borrower has notified the Agent as the date on which

form of Schedule "C" with all applicable blanks completed;

"Sale/Leaseback" means an arrangement under which title to any property or asset, or an interest therein, is transferred by a Person (the "First-Mentioned Person") to some other Person which leases or otherwise gives or grants the right to use such property or asset or interest therein to the First-Mentioned Person, whether or not in connection therewith the First-Mentioned Person also acquires a right or is subject to an obligation to re-acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement; "Schedule I Reference Lender" means up to two Canadian chartered banks listed on Schedule I to the

Bank Act (Canada) as are determined from time to time by the Agent;

"Security" has the meaning given to it in Section 6.1 and, for certainty, includes all documents, instruments or agreements directly or indirectly assuring or securing the Agent, the Lenders, the Creditcard Lenders and the Swap Lenders in respect of the Obligations; any amendments to any of the foregoing; any indentures or instruments supplemental to or an implementation of any of the foregoing; and any and all other documents, instruments or agreements pursuant to which the Agent, the Lenders, the Creditcard Lenders and the Swap Lenders are assured or granted or receive a Security Interest pursuant to the terms hereof (including as provided in Section 6.1 and 6.3) or thereof; "Security Interest" means any assignment, mortgage, charge, pledge, lien, hypothec, encumbrance securing or in effect securing an obligation or any indebtedness of any Person, conditional sale, title retention agreement or security interest whatsoever, howsoever created or arising, whether absolute or Interest and the rights of a lessor pursuant to a Financial Lease or a purchaser pursuant to a Sale/Leaseback, but does not include a right of set-off created in the ordinary course of commercial contracting unless such right of set-off has been created expressly for the purpose of securing Debt; "serial number goods" has the meaning given to the same in the Personal Property Security Act (Alberta) and accompanying regulations; "SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR SOFR Administrator

contingent, fixed or floating, legal or equitable, perfected or not, and includes a Purchase Money Security secured overnight financing rate); SOFR Credit Spread Adjustment SOFR Interest Period of one-SOFR Interest Period ng on the date of the Borrowing

Administrator;

SOFR Interest Period of threeor an SOFR Interest Period of six-

thereof and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the market availability thereof), in any case, as specified in the applicable Borrowing Notice or Rollover Notice or Conversion Notice; provided that (i) if any SOFR Interest Period would end on a day other than a Business Day, such SOFR Interest Period shall be extended to the next succeeding Business Day, (ii) no SOFR Interest Period shall extend beyond the Maturity Date and (iii) no tenor that has been removed from this definition pursuant to Section 11.7(a) shall be available for specification in such Borrowing Notice or Rollover Notice or Conversion Notice (except for as may be agreed by all of the Lenders); Adjusted Term SOFR; "Solvent" means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature, and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or

SOFR Loan based on the

matured liability; the Specified Equity Purchase Agreement and includes 100% of the authorized, issued and outstanding

Specified Equity Interests 100% of the authorized, issued and outstanding membership interests of the Specified Target of owned by the Specified Target and 100% of the authorized, issued and outstanding membership interests and the Specified Target;

in Altitude Energy Partners, LLC, a Wyoming limited liability company which are collectively owned by AIH "Specified Equity Purchase Agreement" means the equity purchase agreement between the Specified Equity Purchaser , the Cdn. Borrower (the Cdn. Borrower and together with Specified Equity Purchaser, the Specified Target who are signatories to the Specified Equity Purchase Agreement and listed on Schedule 1 attached t who are listed on Schedule 1 attached to the Specified Equity Purchase Agreement under the heading Representative; Equity Purchase Agreement whereby the Specified Equity Purchaser purchases all of the Specified Equity Interests from the Seller Parties (as defined in the definition of Specified Equity Purchase Agreement), and "Specified Purchase Transaction Documents" means the Specified Equity Purchase Agreement, and all schedules, certificates and exhibits relating thereto and ancillary agreements executed and delivered by Equity Purchase Agreement) in connection with such agreement and the Specified Purchase Transaction; pursuant to Section 3.5 or 3.7) for which a quote is available pursuant to paragraph (a) of the definition of

Specified Equity Purchaser CET Flight Holdco, Inc., a Delaware corporation;

Specified Purchase Transaction the Seller Parties sell all of the Specified Equity Interests to the Specified Equity Purchaser;

the the Purchaser Parties and the Seller Parties (as such terms are defined in the definition of Specified

Specified Target Altitude Energy Holdco, LLC, a Delaware limited liability company;

"Standard Term" means the term to maturity of a Bankers' Acceptance (subject to availability) of approximately one month, two months or three months (as selected by a Borrower and notified to the Agent CDOR Rate, commencing on and including the Drawdown Date, Conversion Date or Rollover Date, as the case may be, applicable to such Bankers' Acceptance; (a) a Person of which another Person alone or in conjunction with its other Subsidiaries owns (b) a Person of which another Person alone or in conjunction with its other Subsidiaries has, (c) any partnership or trust of which any Loan Party:

"Standby Fee Rate" means, at any time, the rate, expressed as a rate per annum based on a year of 365 days, set out in the table in the definition of Applicable Margin in this Agreement, under the heading "Standby Fees (bps)", opposite the applicable Consolidated Funded Debt to Consolidated EBITDA Ratio; "Subsidiary" means:

• an aggregate number of the Voting Shares sufficient to enable the election of a majority of the directors (or other persons performing similar functions) regardless of the manner in which other Voting Shares are voted; (i) is the general or managing partner or trustee; or (ii) directly or indirectly owns more than 50% of the equity or beneficial interest thereof;
• through the operation of any agreement or otherwise, the ability to elect or cause the election of a majority of the directors (or other Persons performing similar functions) or otherwise exercise control over the management and policies of such Person; and

and shall include any Person in like relation to a Subsidiary; Unless the context otherwise requires, a reference to a Subsidiary means a Subsidiary of the Cdn. Borrower, which includes the U.S. Borrower;

"Subsidiary Guarantee" means a guarantee substantially in the form included in Schedule "G" and executed by a Material Subsidiary with such changes as the Agent may approve;

"Subsidiary Guarantor" mean each Subsidiary of the Cdn. Borrower that has provided to the Agent a Subsidiary Guarantee of the Obligations; as at the Effective Date, the Subsidiary Guarantors are as specified in Schedule "L"; (a) at any time prior to the Adjustment Time, an amount determined by the Agent (or by the (i) calculating, for each Swap Lender, the difference, if positive, between the Positive (ii) when such term is used in reference to all Lenders or Swap Lenders, adding

"Swap" means any Currency Swap or Interest Swap;

"Swap Credit Documents" mean all documents governing Lender Swaps and all Transactions effected with respect thereto;

"Swap Demand for Repayment" means a demand made, due to an "event of default" caused by any act or omission of a Loan Party, by a Swap Lender pursuant to a Lender Swap demanding repayment of all indebtedness, obligations and liabilities relating thereto; (b) after the Adjustment Time, an amount being determined by each Swap Lender by,

"Swap Indebtedness" means:

• Cdn. Borrower for the purposes of the Compliance Certificate) by,
  • Mark-to-Market and Negative Mark-to-Market for all of its Lender Swaps, and
  • together the aggregate net amounts calculated in (a)(i) under this definition above for all Swap Lenders; and
• (i) calculating for each of its Lender Swaps, the Termination Amount, and determining the difference, if positive, of the aggregate net amounts payable by any Loan Party to such Swap Lender, and (ii) when such term is used in reference to all Lenders or Swap Lenders, adding
  • together the amounts calculated in (b)(i) under this definition above for all Swap Lenders;

"Swap Lender" means a Lender or an Affiliate of a Lender that is party to a Lender Swap;

"Syndicated Facility" is defined in Section 3.1(b)(i); "Syndicated Facility Commitment" means, with respect to each Syndicated Lender, such Lender's obligation to make Loans under the Syndicated Facility available to, and accept and purchase Bankers' Acceptances from (or, if applicable, make BA Equivalent Advances) for the account of, the Borrowers, and issue Fronted Letters of Credit to the Borrowers (if applicable), subject to the terms of this Agreement, in an aggregate amount not at any time in excess of the amount set forth under such Lender's name on Schedule "A" (or in any Assignment and Assumption executed hereafter) as such Lender's Syndicated Facility Commitment, as such amount may hereafter be cancelled, reduced, increased or terminated from time to time pursuant to the provisions of this Agreement;

"Syndicated Lender" means a Lender in its capacity as a provider of the Syndicated Facility and in no other capacity;

"Takeover" is defined in Section 3.20; "Takeover Lender" is defined in Section 3.20(b); "Takeover Loan" is defined in Section 3.20(c); "Target" is defined in Section 3.20; "Tax" or "Taxes" means all present and future taxes, rates, levies, imposts, assessments, dues, government fees, stamp taxes, deductions, charges or withholdings, and all liabilities with respect thereto, and any interest, additions to tax and penalties imposed with respect thereto, excluding, with respect to the Agent or any Lender, taxes (including sales, use or goods and services tax) imposed on its income, purchases or capital and franchise taxes imposed on it by any taxation authority;

"Term Facility" is defined in Section 3.1(b)(iii); "Term Facility Commitment" means, with respect to each Term Facility Lender, such Lender's obligation to make Loans under the Term Facility available to, and accept and purchase Bankers' Acceptances from (or, if applicable, make BA Equivalent Advances) for the account of, the Cdn. Borrower, subject to the terms of this Agreement, in an aggregate amount not at any time in excess of the amount set forth under such Lender's name on Schedule "A" (or in any Assignment and Assumption executed hereafter) as such Lender's Term Facility Commitment, as such amount may hereafter be cancelled, reduced, increased or terminated from time to time pursuant to the provisions of this Agreement; "Term Facility Lender" means a Lender in its capacity as a provider of the Term Facility and in no other "Term SOFR" means: (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a

capacity;

• tenor comparable to the applicable SOFR Interest Period on the day (such day, the Business Days prior to the first day of such SOFR Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) for any calculation with respect to an U.S. Base Rate Loan on any day, the Term SOFR by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which
  • to such day, as such rate is published by the Term SOFR Administrator;

provided, however, that if as of 5:00 p.m. (New York City time) on any U.S. Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.

Government Securities Business Days prior to such U.S. Base Rate Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor;

Term SOFR Administrator administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion);

Term SOFR Reference Rate -looking term rate based on SOFR;

"Termination Amount" means, in respect of a Lender Swap on any day, the amount (whether positive or negative) determined by the Swap Lender thereunder in accordance with its customary practices and acting reasonably as of the close of business as though such day were an "Early Termination Date" and the Swap was a "Terminated Transaction" in accordance with the payment measures provided for in the ISDA Master Agreement between any Loan Party and such Swap Lender, with any such termination amount being expressed in Canadian Dollars and all defined terms used in this definition and not otherwise defined in this Agreement having the meaning given to it in such ISDA Master Agreement; (a) an automatic acceleration of the repayment of indebtedness outstanding hereunder without (b) an early termination of obligations relating to a Lender Swap due to an "event of default"

"Termination Event" means:

• any notice being required thereunder from the Agent or any Lender; or
• (as defined in such Lender Swap) caused by any act or omission of a Loan Party;

"Total Commitment" means the aggregate of the Operating Facility Commitment, the Total Syndicated Facility Commitment and the Total Term Facility Commitment;

"Total Syndicated Facility Commitment" means, at any time, the amount equal to the aggregate of the Syndicated Facility Commitment of each Syndicated Lender at such time;

"Total Term Facility Commitment" means, at any time, the amount equal to the aggregate of the Term Facility Commitment of each Term Facility Lender at such time;

"Transaction" has the meaning given to it in the applicable ISDA Master Agreement between a Loan Party and a Swap Lender;

Unadjusted Benchmark Replacement applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment;

"Uncontrolled U.S. Cash" means cash, Cash Equivalents and other Investments held by any Loan Party in U.S. based accounts that are not subject to a deposit account control agreement in form and substance satisfactory to the Agent;

"Uniform Customs" is defined in Section 3.11(d);

"US A/R" means, whether now existing or hereafter arising, any accounts, accounts receivable, other receivables, choses in action, general intangibles, chattel paper, instruments, documents, notes and contract rights related to or evidencing the obligations or the receivables arising under any sales or services transactions from the Business provided by the Loan Parties to any Person resident in the United States in the ordinary course of business and which amounts shall be periodically reported to the Agent in the form of Schedule "M" pursuant to Section 9.4(e); provided that the following shall be excluded from calculating the value of US A/R at any time: amounts not yet invoiced, intercompany accounts, holdback receivables (being any amount subject to builder's liens or related legislation), accounts in dispute (but only to the amount of such account actually in dispute), accounts subject to set-off, amounts due to sub-contractors

billed as accounts receivable, amounts billed for services not as yet completed, accounts subject to undue credit risk and amounts outstanding for more than 90 days from the date of invoice to the customer;

"U.S. Base Rate" means, with respect to U.S. Base Rate Loans on any day, the greater of:

• the annual rate of interest announced from time to time by the Agent as being its reference rate then in effect for determining interest rates on U.S. Dollar denominated commercial loans made by the Agent in Canada; the Federal Funds Rate plus ; and

the Adjusted Term SOFR for an SOFR Interest Period of one month plus ; "U.S. Base Rate Loan" means the advances or any portion thereof made available by the Lenders to a Borrower pursuant to either Section 3.5, 3.6, 3.10, 3.17 or 3.18 and outstanding from time to time, which are denominated in U.S. Dollars and on which such Borrower has agreed to pay interest in accordance with Section 5.2; "U.S. Borrower" means Cathedral Energy Services, Inc., a corporation under the laws of Delaware and a

wholly-owned Subsidiary of the Cdn. Borrower;

"U.S. Dollars" and the symbol "U.S. $" each means lawful money of the United States of America; "U.S. Economic Sanctions" means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States of America pursuant to which economic sanctions have been imposed on any Person, or relating to funding operations, or financing investments, in any country, or to making payments to, or receiving payments or property from, any country or Person, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the U.S. Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the U.S. Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act of 2001, the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, U.S. Sudan Accountability and Divestment Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act, all as amended, or any of the foreign assets control regulations of the U.S. Department of the Treasury (including but not limited to 31 CFR, Subtitle B, Chapter V, as amended) and any associated rules and regulations or any other economic sanctions law, rules or regulations administered and enforced by the United States, or any enabling legislation or directives relating to any of the foregoing; (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed "U.S. Security Agreement" means a general security agreement customary for use in the United States (a) share capital of any class of any corporation or securities of any other Person which carry any circumstances, but shares or other securities which carry the right to so vote

U.S. Government Securities Business Day income departments of its members be closed for the entire day for purposes of trading in United States government securities;

to grant security over the Assets of the applicable Loan Party, granted by it pursuant to Section 6.1(c), 6.1(g) or 6.3(d);

"Voting Shares" means:

voting rights to elect the board of directors or other body exercising similar functions under conditionally upon the happening of an event shall not be considered Voting Shares until the occurrence of such event; and

(b) an interest in a general partnership, limited partnership, trust, joint venture or similar Person which entitles the holder of such interest to receive a share of the profits, or on dissolution or partition, of the assets, of such Person; and

"Write-Down and Conversion Powers" means with respect to any EEA Resolution Authority, the writedown and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 1.2 Headings and Table of Contents The headings, the table of contents and the Article and Section titles are inserted for convenience 1.3 References Sections, Articles and Schedules are to Sections and Articles of and Schedules to this Agreement. The 1.4 Rules of Interpretation (a) the singular includes the plural and vice versa, "month" means calendar month, "quarter" means calendar quarter, and "in writing" or "written" includes printing, typewriting or any

of reference only and shall not affect the construction or interpretation of this Agreement.

Unless something in the subject matter or context is inconsistent therewith, all references to words "hereto", "herein", "hereof", "hereunder" and similar expressions mean and refer to this Agreement.

In this Agreement, unless otherwise specifically provided,

• electronic means of communication capable of being visibly reproduced at the point of reception, including facsimile;
• (b) references to any agreement, contract, document or other instrument means a reference to any such agreement, contract, document or other instrument as the same has been or may be amended, modified, supplemented or restated from time to time; provided that, if consent to any such amendment, modification, supplement or restatement is required under any Loan Document, such consent must have been obtained; and (c) references to any statute, act or other legislative enactment shall be to such statute, act or other legislative enactment as amended from time to time or replaced by a statute, act or 1.5 Generally Accepted Accounting Principles
  • other legislative enactment dealing with substantially the same subject matter as the statute, act or other legislative enactment so replaced.

All Financial Statements required to be furnished to the Agent hereunder shall be prepared in accordance with GAAP. Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under GAAP and, except as otherwise provided herein, reference to any statement of financial position item, statement of income item or statement of cash flows item means such item as computed from the applicable Financial Statement prepared in accordance with GAAP. 1.6 Accounting Terms: Changes to Generally Accepted Accounting Principles (a) Each accounting term used in this Agreement, unless otherwise defined herein, has the

meaning assigned to it under GAAP applied consistently throughout the relevant period and relevant prior periods.

• (b) If the Cdn. Borrower, the Agent or the Required Lenders determine at any time that any amount required to be determined hereunder would be materially different if such amount were determined in accordance with: (i) GAAP applied by the Cdn. Borrower in respect of its Financial Statements on the (ii) GAAP subsequently in effect in Canada and applied by the Cdn. Borrower in
  • date hereof ("Old GAAP"), rather than
  • respect of its Financial Statements and utilized for purposes of determining such amount,

then written notice of such determination shall be delivered by the Cdn. Borrower to the Agent, in the case of a determination by the Cdn. Borrower, or by the Agent to the Cdn. Borrower, in the case of a determination by the Agent or the Required Lenders.

• (c) If the Cdn. Borrower adopts a change in an accounting policy in the preparation of its Financial Statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements, and such change would require disclosure thereof under Old GAAP, or could reasonably be expected to adversely affect (i) the rights of, or the protections afforded to, the Agent or the Lenders hereunder or (ii) the position of the Cdn. Borrower or of the Agent or the Lenders hereunder, the Cdn. Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year's Financial Statements in accordance with Old GAAP and in detail sufficient for the Agent and the Lenders to make the determination required of them in the following sentence. If either the Cdn. Borrower, the Agent or the Required Lenders determine at any time that such change in accounting policy results in an adverse change either (A) in the rights of, or protections afforded to, the Agent or the Lenders intended to be derived, or provided for, hereunder or (B) in the position of the Cdn. Borrower or of the Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Cdn. Borrower to the Agent, in the case of a determination by the Cdn. Borrower, or by the Agent to the Cdn. Borrower, in the case of a determination by the Agent or the Required Lenders. (d) Upon the delivery of a written notice pursuant to Section 1.6(b) or Section 1.6(c), the Cdn. Cdn. Borrower or of the Agent and the Lenders and shall in good faith negotiate to execute date hereof or the position of the Cdn. Borrower or the Agent and the Lenders (as the case
• Borrower and the Agent on behalf of the Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy, as the case may be, on the rights of, or protections afforded to, the Agent and the Lenders or on the position of the and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Agent and the Lenders on the may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Cdn. Borrower's prior accounting policy, as applicable. For the purposes of this Section 1.6, the Cdn. Borrower, the Lenders and the Agent acknowledge that the amendment or amendments to this Agreement are to provide substantially the same rights and protection to the Agent and the Lenders as is intended by this Agreement on the date hereof. If the Cdn. Borrower and the Agent on behalf of the Required Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to the Agreement within 60 days following the date of delivery of such written notice, the Cdn. Borrower shall either (i) continue to provide financial calculations in accordance with Old GAAP or (ii) provide such financial information as the Agent may reasonably request in order for any amount required to be determined hereunder to be determined in accordance with Old

GAAP; and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Cdn. Borrower's prior accounting policy, as applicable. 1.7 Time 1.8 Payment for Value 1.9 Monetary References

Unless otherwise provided herein, all references to a time in this Agreement shall mean local time in the city of Calgary, Alberta.

All payments required to be made hereunder shall be made for value on the required day in same day immediately available funds.

Whenever an amount of money is referred to herein, such amount shall, unless otherwise expressly stated, be in Canadian Dollars.

1.10 Joint and Several Obligations; References to Borrowers; Notices to Borrowers. All obligations of the Borrowers under this Agreement and the other Loan Documents are joint and several. Any reference herein to "a Borrower" shall include both Borrowers as the context may indicate, and any reference to "the Borrowers" shall be deemed to refer to "any Borrower", or "each Borrower", or "the applicable Borrower", as the context may indicate. Any notice given by the Agent to a Borrower shall be deemed, unless the notice otherwise expressly provides, to be given to both Borrowers. Any notice that is given by either Borrower shall be deemed, unless the notice otherwise expressly provides, to be given by the Borrower implied by the context of the requirement for the applicable notice. The Agent and the Lenders shall be entitled to rely on any notice given by one Borrower as being authorized by both Borrowers, and no Borrower may assert that notice given by one is not binding on, or does not constitute notice from, both Borrowers. 1.11 Swap Lenders, Creditcard Lenders and Cash Management Lenders 1.12 Interest Rates

Each Lender, in its capacity as a Swap Lender, Creditcard Lender or Cash Management Lender and for and on behalf of any of its Affiliates which become a Swap Lender, a Creditcard Lender or Cash Management Lender, agrees to comply with and to cause each such Affiliate in its capacity as a Swap Lender, Creditcard Lender or Cash Management Lender to comply with the Loan Documents to the extent they apply to any Lender Swap or a Creditcard Lender and agrees that any action taken by it under or in connection with such documents in its capacity as a Lender shall be binding on it, and, if applicable, any of its Affiliates, each in their capacity as a Swap Lender, Creditcard Lender or Cash Management Lender.

The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark

Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers and the other Loan Parties. The Agent may select information sources or services in its reasonable discretion to ascertain the Benchmark or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any other Loan Party, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 1.13 Term SOFR Conforming Changes. 2.1 Representations and Warranties

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

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant to each of the Lenders and the Agent (all of which representations and warranties the Borrowers hereby acknowledge are being relied upon by the Lenders and the Agent in entering into this Agreement) that:

• (a) Status: each of the Loan Parties is a corporation duly incorporated or partnership duly formed, and validly existing under the laws of its jurisdiction of incorporation or formation, as applicable. Each of the Loan Parties has all necessary corporate or partnership (as applicable) capacity, power and authority to own, lease and operate its respective properties and assets and carry on its respective business as presently carried on, and each is duly licensed, registered or qualified in all jurisdictions where the character of its property owned or leased or the nature of the activities conducted by it makes such licensing, registration or qualification necessary or desirable, except where the failure to be so licensed, registered or qualified would not have a Material Adverse Effect; (b) Authority: each of the Loan Parties has full corporate or partnership (as applicable) (c) Valid Authorization: each of the Loan Parties has taken all necessary corporate or (d) Validity and Enforceability: this Agreement constitutes, and each other Loan Document
• capacity, power and authority to enter into this Agreement and each of the other Loan Documents to which it is a party and to do all acts and execute and deliver all other documents as are required hereunder or thereunder to be done, observed or performed by it or them in accordance with their respective terms;
• partnership (as applicable) action to authorize the creation, execution and delivery of, and performance of its respective obligations under, this Agreement and each of the other Loan Documents to which it is a party, and this Agreement and each of the other Loan Documents, when signed and delivered, have or will have been duly executed and delivered in accordance with such corporate or partnership action (as applicable);
• constitutes or, when executed and delivered, each of the other Loan Documents will constitute, valid and legally binding obligations of each of the Loan Parties that is a party thereto, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of

creditors' rights, and to general principles of equity, including the fact that specific performance is an equitable remedy, available only in the discretion of the court;

• or any other Loan Document, nor compliance with the terms and conditions of any of them:
• (e) No Violation, Breach, Conflict etc.: neither the execution and delivery of this Agreement (i) has resulted, or will result, in a violation of the articles, by-laws or other constating or governing documents of any Loan Party that is party thereto or any resolutions passed by the directors, shareholders or partners (as applicable) of any Loan Party; (ii) has resulted, or will result, in a violation of any Applicable Laws, rule, regulation,
  • order, judgment, injunction, award or decree;
• (iii) has resulted, or will result, in a breach of, or constitute a default under, any loan agreement, indenture, trust deed. Material Contract or any other agreement or instrument to which any Loan Party is a party or by which it or any of its property, assets or undertaking are bound, or requires any consent thereunder other than such as has already been received, except to the extent that such breach, default or failure to have consent arises after (and not upon) the execution and delivery of the Loan Documents and would not have a Material Adverse Effect; (iv) requires any approval or consent of any Governmental Authority having (v) has resulted or will result, in the creation of, or the obligation to create, any Security (f) Authorizations: all Authorizations, approvals, consents, licences, exemptions, filings, of the Loan Parties, have been obtained and are in full force and effect;
  • jurisdiction, other than such as has already been obtained; or
  • Interest on, against or in respect of any of the property, assets or undertaking of any Loan Party except as expressly permitted or contemplated hereby;
• registrations, notarizations and other requirements of any Governmental Authority or any other Person reasonably necessary to, or in connection with, the execution and delivery by the Loan Parties of, and performance of their respective obligations under, this Agreement and each of the other Loan Documents to which it is a party, and to carry on the businesses (i) has good and marketable title to all of their property and assets, subject only to Permitted Encumbrances and defects in title which are not general in application use of any thereof in the operation of the businesses of such Loan Party; and (ii) owns, leases or has the lawful right to use all of the property, assets and (h) No Default: no Default or Event of Default has occurred or is continuing; (i) Financial Condition: the most recent audited and unaudited Financial Statements
• (g) Ownership of Assets: each Loan Party:
  • and which individually or in the aggregate do not materially detract from the value of such property and assets or any significant part thereof or materially impair the
  • undertaking necessary for the conduct of the businesses of such Loan Party;
• delivered to the Agent present fairly, in all material respects, the financial condition of the Cdn. Borrower on a consolidated basis as at the date or dates thereof and the results of the consolidated operations thereof for the Fiscal Quarter or Fiscal Year then ending, all in accordance with IFRS, and since the date of the most recent Financial Statements delivered to the Agent (or since the Effective Date if no Financial Statements have

previously been delivered to the Agent), no event or circumstance has occurred and is continuing which would have a Material Adverse Effect;

• (j) Books and Records: all books and records of the Cdn. Borrower and its Subsidiaries have been fully, properly and accurately kept and completed and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; (k) Information Provided: all information, materials and documents, including all projections,
• economic models, capital and operating budgets and other information and data: (i) prepared and provided to the Agent by the Cdn. Borrower and its Subsidiaries as required by the terms of this Agreement, were complete and correct in all material respects as of the respective dates thereof or, in the case of projections, were prepared in good faith based upon reasonable assumptions; and
• (ii) prepared by Persons other than the Cdn. Borrower and its Subsidiaries and provided to the Agent by or on behalf of the Cdn. Borrower in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were, to the Knowledge of the Borrowers, complete and correct in all material respects as of the respective dates thereof or, in the case of projections, were prepared in good faith based upon reasonable assumptions; (l) Litigation: there are no actions, suits, proceedings or Environmental Claims pending or,
• to the Knowledge of the Borrowers, threatened against or affecting the Cdn. Borrower or any of its Subsidiaries in respect of which there is a reasonable possibility of a determination adverse to any such Person and, if adversely determined, would have a Material Adverse Effect, or as otherwise previously disclosed to the Agent in writing;
• (m) Compliance with Laws: the Loan Parties and their respective businesses and operations are in compliance with all Applicable Laws (including all applicable Environmental Laws); all applicable directives, judgments, decrees, injunctions and orders rendered by any Governmental Authority or any court of competent jurisdiction; its and their constating or governing documents (including partnership agreements) and bylaws; all material agreements or instruments to which it is a party or by which any of its property or assets are bound; and any employee benefit plans, except for any of the foregoing, any noncompliance that would not have a Material Adverse Effect; (n) Taxes: each of the Loan Parties has duly filed on a timely basis all tax returns required to
• be filed and have paid all Taxes which are due and payable, and have paid all assessments and reassessments and all Other Taxes, governmental charges, governmental royalties, penalties, interest and fines claimed against them, other than those which, in each case, are subject to a Permitted Contest. Each Loan Party has made adequate provision for, and all required instalment payments have been made in respect of, Taxes and Other Taxes in all material amounts payable for the current period for which returns are not yet required to be filed. There are no actions or proceedings being taken by any Governmental Authority to enforce the payment of any Taxes or Other Taxes by them, other than those which are subject to a Permitted Contest; (o) Insurance: all insurance policies required to be maintained by the Loan Parties pursuant
• to Section 9.2(g) have been obtained and are in full force and effect, and such insurance policies comply with the requirements of Section 9.2(g).

(p) Environmental Matters:

• (i) to the best of the Borrowers' Knowledge, each of the Cdn. Borrower's and its Subsidiaries' respective properties, assets and undertakings taken as a whole comply in all respects and the businesses, activities and operations of same and the use of such properties, assets and undertakings and the processes and undertakings performed thereon comply in all respects with all Environmental Laws except to the extent that failure to so comply would not have a Material Adverse Effect, and (ii) none of the Cdn. Borrower nor any of its Subsidiaries have received written notice
• and, except as previously disclosed to the Agent in writing, the Borrowers have no Knowledge, of any facts which could give rise to any notice of non-compliance with any Environmental Laws, which non-compliance has or would have a Material Adverse Effect and none of Cdn. Borrower nor any of its Subsidiaries has received any notice that the Cdn. Borrower or any of its Subsidiaries is a potentially responsible party for a federal, provincial, regional, municipal or local clean up or corrective action in connection with their respective properties, assets and undertakings where such clean up or corrective action would have a Material Adverse Effect; (q) Full Disclosure: as of the Effective Date there is no information of which the Borrowers (r) Organization Chart: Schedule "L" (as updated from time to time by the Cdn. Borrower)
• have Knowledge which has not been fully disclosed to the Agent which would have a Material Adverse Effect or cause the information referred to in Section 8.1(c) to be incorrect or misleading in any material respect;
• sets forth (i) the names and jurisdictions of incorporation, continuance or formation of each of the Cdn. Borrower's Subsidiaries, (ii) the details of ownership of the outstanding shares or ownership interests of each such Subsidiary, (iii) the chief executive office of each such Subsidiary, (iv) the locations where each such Subsidiary carries on business or owns Assets, and (v) whether such Subsidiary is a Borrower, a Material Subsidiary and Subsidiary Guarantor, or a Non-Material Subsidiary; (i) Consolidated EBITDA, adjusted to exclude EBITDA of all Subsidiaries that are not (ii) Consolidated Net Tangible Assets, adjusted to exclude the Assets of all (t) Intellectual Property: each Loan Party possesses all permits, licences, patents, patent

(s) EBITDA; Ownership of Assets

• Loan Parties, is not less than 95% of Consolidated EBITDA; and

• Subsidiaries that are not Loan Parties, is not less than 95% of Consolidated Net Tangible Assets;

• rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are required for the conduct of their businesses, except where the failure to possess such would not have a Material Adverse Effect, To the Knowledge of the Borrowers, no Person has asserted any claim or taken any step or proceedings to prohibit or limit the use of such Intellectual Property by an Loan Party, in respect of which claim, step or proceedings there is a reasonable likelihood of a determination adverse to an Loan Party and which, if determined adversely, would have a Material Adverse Effect; (u) Solvency: both before and after giving effect to (i) the Loans made or issued on the

• Effective Date, and (ii) the disbursement of the proceeds of such Loans, the Loan Parties taken as a whole are Solvent;

• (v) Labour Matters: there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the Knowledge of any Loan Party, threatened) against or involving an Loan Party, except for those that would not, in the aggregate, have a Material Adverse Effect. As of the Effective Date, (a) there is no collective bargaining or similar agreement with any union, labour organization, works council or similar representative covering any employee of an Loan Party, (b) no petition for certification or election of any such representative is existing or, to the Knowledge of each Loan Party, pending with respect to any employee of an Loan Party and (c) to the Knowledge of each Loan Party, no such representative has sought certification or recognition with respect to any employee of an Loan Party; of the Material Contracts and no default has occurred and is continuing under any Material (i) except as could not reasonably be expected, individually or in the aggregate, to

• (w) Material Contracts. Schedule N (as updated from time to time by the Borrowers) lists all Contract;

• (x) ERISA:

• have a Material Adverse Effect: (A) the Cdn. Borrower and each of its Subsidiaries and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (B) no ERISA Event has occurred or is reasonably expected to occur; (C) all amounts required by Applicable Laws with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by the Cdn. Borrower or its Subsidiaries or any ERISA Affiliate or to which any of the Cdn. Borrower or its Subsidiaries or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106; and (D) none of the Cdn. Borrower nor any of its Subsidiaries nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA, and (ii) except as, in the aggregate, could not reasonably be expected to have a Material

  • Adverse Effect: (A) all employer and employee contributions required by Applicable Laws or by the terms of any Foreign Benefit Arrangement or Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (B) the accrued benefit obligations of each Foreign Plan (based on those assumptions used to fund such Foreign Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan; (C) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (D) each such Foreign Benefit Arrangement and Foreign Plan is in compliance (x) with all material provisions of Applicable Laws and all material applicable regulations and published interpretations thereunder with respect to such Foreign Benefit Arrangement or Foreign Plan and (y) with the terms of such plan or arrangement; (i) all obligations of the Cdn. Borrower and each of its Subsidiaries under each (ii) except as could not reasonably be expected to have a Material Adverse Effect, the

(y) Canadian Pension and Benefit Plans

• Canadian Pension Plan and Canadian Benefit Plan have been performed in accordance with the terms thereof and any Applicable Laws (including the Income Tax Act (Canada)), except where the failure to so perform could not reasonably be expected to result in a Material Adverse Effect. No Canadian Pension Plan has any unfunded liabilities which could reasonably be expected to have a Material Adverse Effect, and
• present value of all accumulated benefit obligations under each Canadian Pension

Plan and Foreign Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plan allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans; (z) Investment Company Act: no Loan Party is an "investment company" within the meaning (aa) AML Legislation: none of the Cdn. Borrower nor any of its Subsidiaries is in violation of or avoids, or has the purpose of evading or avoiding, or attempts to violate, any prohibition

• of the Investment Company Act of 1940, as amended;
• any AML Legislation or engages in or conspires to engage in any transaction that evades set forth in any AML Legislation;
• (bb) Location of Assets and Business: as at the Effective Date the Cdn. Borrower only carries on business and owns Assets located in Alberta, Saskatchewan, British Columbia and Manitoba, and certain jurisdictions in the United States from time to time, and the only jurisdictions in which each other Loan Party carries on business and owns Assets are specified in Schedule "L"; (i) None of the Cdn. Borrower nor any of its Subsidiaries or Affiliates is: (A) a Person whose name appears on the list of Specially Designated
• (cc) Chief Executive Office: as at the Effective Date the chief executive office of the Cdn. Borrower is located in Calgary, Alberta, and the chief executive office of each other Loan Party is located in the jurisdiction specified in Schedule "L";
• (dd) Ranking: except for obligations that are secured by Permitted Encumbrances, the obligations of the Borrowers hereunder and of each other Loan Party under its Subsidiary Guarantee rank, for all purposes, at least pari passu in right of payment with the most senior unsubordinated Debt of the Borrowers and such other Loan Party, as applicable;

(ee) Foreign Assets Control Regulations, Etc.:

• • Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("OFAC") (an "OFAC Listed Person"), or
• (B) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (B), a "Blocked Person").

None of the Cdn. Borrower nor any of its Subsidiaries or Affiliates is engaged in any activity that could reasonably be expected to subject any holder to sanctions under CISADA or under any applicable state law that imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program;

• (ii) none of the Cdn. Borrower nor any of its Subsidiaries or Affiliates (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions, or (ii) to the Borrowers' Knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions; (iii) no part of the Accommodations hereunder constitutes or will constitute funds (iv) none of the Cdn. Borrower nor any of its Subsidiaries or Affiliates: (A) is under investigation by any Governmental Authority for, or has been (B) has been assessed civil penalties under any Anti-Money Laundering (C) has had any of its funds seized or forfeited in an action under any Anti-
• obtained on behalf of any Blocked Person or will otherwise be used, directly by any Loan Party or indirectly through any of their Affiliates, in connection with any investment in, or any transactions or dealings with, any Blocked Person;
• • charged with, or convicted of, money laundering, drug trafficking or terrorist-related activities under any Applicable Laws (collectively, "Anti-Money Laundering Laws"),
  • Laws, or
  • Money Laundering Laws.

The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by Applicable Laws) to ensure that the Cdn. Borrower and each of its Subsidiaries is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws;

• (v) no part of the Accommodations will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of Applicable Laws. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by Applicable Laws) to ensure that the Cdn. Borrower and each of its Subsidiaries are and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations; and (vi) none of the Cdn. Borrower nor any of its Subsidiaries or Affiliates is (i) a Person
• described or designated under the provisions of any Canadian Economic Sanctions (each a "Canadian Sanctions Designated Person"), (ii) engages in any dealings or transactions with any Canadian Sanctions Designated Person, (iii) is in possession or control of any property or entity that is owned or controlled by a Canadian Sanctions Designated Person, (iv) has violated, been found in violation of, or been charged or convicted under, any applicable Canadian Economic Sanctions, or (v) to their Knowledge, is under investigation by any Governmental Authority for possible violation of any Canadian Economic Sanctions; and
• (ff) USA Patriot Act. Each Loan Party has delivered to each Lender that is subject to the Patriot Act such information requested by such Lender in order to comply with the Patriot Act.

2.2 Deemed Representation and Warranty Each request by a Borrower for a Drawdown shall be deemed to be a representation and warranty by each of the Borrowers to the Lenders and the Agent that the matters referred to in Section 2.1 are, as of the date of such request and will be, as of the applicable Drawdown Date (other than those made as of a specific date), true and correct as of each such date. Each request by a Borrower for a Conversion or Rollover shall be deemed to be a representation and warranty by each of the Borrowers that as of the date of such request and as of each Conversion Date or Rollover Date, there exists no Default or Event of Default. 2.3 Survival of Representations and Warranties 3.1 Establishment of the Facilities (i) all amounts outstanding under the Operating Facility under and as defined in the

The representations and warranties in this Agreement and in any certificates or documents delivered to the Agent and the Lenders hereunder shall not merge in or be prejudiced by and shall survive any Accommodations and shall continue in full force and effect so long as any amounts are owing by the Borrowers to the Lenders, or available to the Borrowers, under this Agreement. (ii) all amounts outstanding under the Term Facility under and as defined in the Facility under and as defined in this Agreement.

ARTICLE 3 THE CREDIT FACILITIES

• (a) Accommodations and Obligations under the Existing Credit Agreement: As of the Effective Date,
  • Existing Credit Agreement shall be deemed to be Accommodations and Obligations under the Operating Facility under and as defined in this Agreement and subject in each case to the terms of this Agreement; and
  • Existing Credit Agreement shall be refinanced by the Borrowing under the Term
• (b) Availment Options: From and after the Effective Date and relying on each of the representations and warranties set out in Section 2.1 and subject to the terms and conditions of this Agreement:
• (i) each Syndicated Lender agrees to make Syndicated Accommodations available to the Borrowers up to the amount, in aggregate, of the lesser of (A) its Syndicated Facility Commitment at such time, and (B) the Borrowing Base at such time, by way of an extendible revolving term credit facility for the purposes set forth in Section 3.4, commencing on the Effective Date and ending on each such Syndicated Lender's Maturity Date (collectively, the "Syndicated Facility"); Borrowers up to the amount, in aggregate of the lesser of (A) the Operating Facility Section 3.4, commencing on the Effective Date and ending on the Operating
• (ii) the Operating Lender agrees to make Operating Accommodations available to the Commitment at such time, and (B) the Borrowing Base at such time, by way of an extendible revolving operating term credit facility for the purposes set forth in Lender's Maturity Date (the "Operating Facility"); and (iii) each Term Facility Lender agrees to make a Term Accommodation available to
  • the Cdn. Borrower up to the amount of its Term Facility Commitment by way of a

non-revolving term credit facility for the purposes set forth in Section 3.4, on the Effective Date (the "Term Facility").

• (c) Maximum Amount: At no time shall:

• (i) the Equivalent Amount in Canadian Dollars of the Syndicated Borrowings exceed the Total Syndicated Facility Commitment; (ii) the Equivalent Amount in Canadian Dollars of the Operating Borrowings exceed (iii) the Equivalent Amount in Canadian Dollars of the sum of the Syndicated

  • the Operating Facility Commitment;
  • Borrowings and the Operating Borrowings exceed the Borrowing Base; and
  • Facility Commitment.

• (iv) the Equivalent Amount in U.S. Dollars of the Term Borrowings exceed the Term (d) Cash Management: Each Cash Management Lender agrees to make available to the Borrowers and any other Loan Party certain Cash Management Services as agreed to by the Cash Management Lender, provided that such Loan Party shall have first executed and delivered to such Cash Management Lender such ancillary documents and any other applications and indemnities as it requires for similar transactions. 3.2 Revolving / Non-Revolving Features of the Credit Facilities

• (a) Until the Maturity Date of each Syndicated Lender, the Syndicated Borrowings of each such Syndicated Lender may, within the limits herein provided, increase and decrease and the Borrowers may borrow, repay and reborrow Cdn. Dollars and/or U.S. Dollars and obtain Syndicated Accommodations until such Syndicated Lender's Maturity Date. On the Maturity Date of each Syndicated Lender, the Syndicated Facility Commitment of such Syndicated Lender shall reduce to zero. (b) Until the Maturity Date of the Operating Lender, the Operating Borrowings may, within the (c) The Term Facility may, within the limits herein provided, be borrowed by the Cdn. Borrower (d) Other than Conversions or Rollovers in accordance with the terms of this Agreement, no amounts repaid or prepaid by or on behalf of the Cdn. Borrower under the Term Facility 3.3 Extension of Maturity Date

  • limits herein provided, increase and decrease and the Borrowers may borrow, repay and reborrow Cdn. Dollars and U.S. Dollars and obtain Operating Accommodations until the Maturity Date of the Operating Lender. On the Maturity Date of the Operating Lender, the Operating Facility Commitment shall reduce to zero.
  • by way of a single Accommodation on the Effective Date. Any amount of the Term Facility Commitments which is not utilized on the Effective Date shall be cancelled.
  • may be reborrowed.

(a) Notice by Cdn. Borrower. The Cdn. Borrower may, at its option, request that the Maturity Date be extended from the then applicable Maturity Date (an "Extension") by delivering a Request for Extension at any time after the date that annual audited consolidated Financial Statements are delivered under Section 9.4(a) until six months thereafter (the "Request Period"), provided that following the granting of such Extension, the term to maturity of the Facilities shall not exceed the later of (i) three years from the date of the Extension Notice in respect of the applicable Request for Extension, and (ii) such later date as all of the

Lenders may agree to in the sole discretion of each individual Lender. No Request for Extension shall request different Maturity Dates for the Lenders. The Agent will, promptly after receipt thereof, provide a copy of the Request for Extension to each of the Lenders. If the Cdn. Borrower fails to make an Request for Extension during the Request Period, the Facilities will no longer be capable of being extended as herein provided until the next Request Period.

• (b) Electing and Non-Electing Lenders. Each Lender may, in its sole discretion, pursuant to an Request for Extension, elect to extend the current Maturity Date with respect to its own Commitment amount, subject to such conditions and amendments respecting the Facilities, if any, as the Electing Lenders unanimously agree upon and are acceptable to the Cdn. Borrower. Each Lender will make its election by notice to the Agent on or before 30 days from the date of the Request for Extension (the "Election Period"). Each Lender which grants an Extension is referred to herein as an "Electing Lender", and each Lender which elects not to grant an Extension, or fails to make such election within the Election Period, is referred to herein as a "Non-Electing Lender". aggregate Commitment of all Lenders who are not Non-Electing Lenders at the time of available for Drawdown until its Maturity Date; provided that the Cdn. Borrower may again (the "Extension Notice"). The Extension Notice will identify the Electing Lenders and Non-

• (c) No Extension. No Extension shall occur unless those Lenders who wish to grant an Extension pursuant to an Request for Extension represent at least 66 2/3% of the such Request for Extension. If no Extension occurs, the then current Maturity Date of the Lenders who are not already Non-Electing Lenders will, subject to Sections 3.3(h) and 3.3(i), continue for each such Lender and each such Lender's Commitment will remain make an Request for Extension during the next Request Period.

• (d) Extension Notice. Promptly after the expiry of the Election Period, the Agent will notify the Cdn. Borrower of the decision of the Lenders with respect to the Request for Extension Electing Lenders, the term of the Extension, if granted, and list the conditions or amendments, if any, respecting the Facilities as the Electing Lenders have unanimously agreed upon as a condition to the granting of the Extension. The Cdn. Borrower shall, within 20 days of receipt of the Extension Notice from the Agent, notify the Agent as to its acceptance or rejection of the conditions or amendments, if any, stipulated by the Electing Lenders respecting the Facilities. If the Cdn. Borrower accepts all such conditions or amendments requested by the Electing Lenders, the Maturity Date with respect to the Electing Lenders will be deemed to have been extended for that period of time set out in the Extension Notice and, subject to Sections 3.3(h) and 3.3(i), the Maturity Date with respect to the Non-Electing Lenders shall not be extended. If the Cdn. Borrower notifies the Agent that it does not accept such conditions or amendments or fails to notify the Agent within the time provided above for acceptance, the Maturity Date will not be extended as herein provided and will continue until the Maturity Date with each Lenders' Commitment remaining available for Drawdown until the Maturity Date; provided that the Cdn. Borrower may again make an Request for Extension during the next Request Period.

• (e) Maturity Date. The Cdn. Borrower will not be entitled to request a Borrowing from a Lender which matures after the Maturity Date applicable to such Lender. If at any time there are Lenders with different Maturity Dates, all applicable Lenders will share in Accommodations on the basis of their Rateable shares except to the extent the particular Accommodation requested matures after the Maturity Date of a Lender, in which case the Cdn. Borrower shall request a similar Accommodation to the extent permitted hereunder from such other Lenders with a maturity occurring on or before the Maturity Date of such other Lenders. Each such determination by the Agent shall be prima facie evidence of such Rateable share.

• (f) Independent Decision: The Cdn. Borrower understands that consideration of any Request for Extension constitutes an independent credit decision which each Lender retains the absolute and unfettered discretion to make, and that no commitment in this regard is given by any such Lender.

• (g) Default or Event of Default: Notwithstanding the foregoing, the Cdn. Borrower shall not be entitled to accept any offer made by the Agent on behalf of the Electing Lenders to extend the Maturity Date if a Default or Event of Default has occurred and is continuing unless such Default or Event of Default is waived by all of the Electing Lenders; provided any such waiver shall be effective only for the purposes of this Section 3.3 and shall not be applicable to Non-Electing Lenders.

• (h) Request Refused: If there are one or more Non-Electing Lenders, each of the Electing Lenders shall have the right (but not the obligation) to purchase the Commitment of a Non-Electing Lender for a purchase price in an amount equal to the aggregate principal amount owing to each such Non-Electing Lender, together with accrued and unpaid interest and fees thereon to the date of payment of such principal amount. Each of the Electing Lenders wishing to exercise its rights to purchase the Commitment of a Non-Electing Lender (each, a "Purchasing Lender") shall forthwith so notify the Cdn. Borrower, the Agent, the Non-Electing Lender and each of the other Lenders, if any, and each such Purchasing Lender shall thereupon be obligated to purchase, and the Non-Electing Lender shall be obligated to sell, within 20 days of such notice, that portion of such Commitment of each Non-Electing Lender which is in the ratio that: (i) its proportion of the Syndicated Facility Commitment of each Purchasing Lender bears to the aggregate of the Syndicated Facility Commitments of all Purchasing Lenders or as otherwise agreed to by the Cdn. Borrower and the Purchasing Lenders; and (ii) its proportion of the Term Facility Commitment of each Purchasing Lender bears to the aggregate of the Term Facility Commitments of all Purchasing Lenders or as otherwise agreed to by the Cdn. Borrower and the Purchasing Lenders, provided that only one Lender may purchase the Operating Facility Commitment if the Operating Lender is a Non-Electing Lender and any such decision shall be made by the Cdn. Borrower. Notwithstanding the foregoing, and unless otherwise agreed at that time, the Non-Electing Lender shall not be obligated to sell to any Purchasing Lender unless: (i) provision satisfactory to the Non-Electing Lender (acting reasonably) has been made for payment of any costs, losses, premiums or expenses incurred by the (ii) provision satisfactory to the Non-Electing Lender (acting reasonably) has been (iii) if the Non-Electing Lender is a Fronting Lender, such purchase shall be subject to documentation to give effect to any purchase under this Section 3.3(h). Notwithstanding

  • Non-Electing Lender by reason of any liquidation or re-deployment of deposits or other funds in respect of SOFR Loans outstanding;
  • made for payment at maturity of outstanding Bankers' Acceptances accepted by it; and
  • the replacement or collateralization satisfactory to the Fronting Lender, acting reasonably, of all outstanding Letters of Credit issued by the it under the Syndicated Facility.

The Non-Electing Lenders, the Purchasing Lenders, the Agent, the Borrowers and each of the other Lenders, if any, shall forthwith duly execute and deliver any necessary any such purchase, the Non-Electing Lender shall be entitled to retain a pari passu sharing of the Security for any Permitted Swap then outstanding with it.

• (i) Replacement or Repayment: If a Non-Electing Lender's Commitment is not purchased pursuant to Section 3.3(h), the Cdn. Borrower may: (i) arrange for a replacement lender (a "Replacement Lender") (which may be one of the Electing Lenders) to purchase the Non-Electing Lender's Commitment on the same basis and subject to the same requirements and indemnities as specified in Section 3.3(h). Any such Replacement Lender which is not an Electing Lender shall require the approval of the Agent and the Fronting Lender, such approvals not to be unreasonably withheld or delayed, and no later than three Business Days prior to the Maturity Date such Replacement Lender shall have purchased the Non-Electing Lender's Commitment by execution of all necessary documentation including execution and delivery of an Assignment and Assumption; or (ii) as long as there exists no Event of Default, repay all Borrowings and other amounts

• owing under the Loan Documents to, and terminate the Commitment of, the Non-Electing Lender on or prior to such Non-Electing Lender's Maturity Date and, upon such payment, each such Non-Electing Lender shall cease to be a Syndicated Lender hereunder and, if applicable, a Term Facility Lender hereunder and, if applicable, the Operating Lender, and such Non-Electing Lender's Syndicated Facility Commitment and, if applicable, Term Facility Commitment and, if applicable, its Operating Facility Commitment, shall be terminated and the Total Commitment reduced accordingly. (j) Adjustment of Fees: If, on the Maturity Date of any Lender, any Borrowings are

• outstanding to such Lender by way of Letters of Credit or Bankers' Acceptances, then such Lender shall be entitled to receive Letter of Credit Fees and BA Acceptance Fees in respect of such outstanding Letters of Credit and Bankers' Acceptances calculated based upon Letter of Credit Fees and BA Acceptance Fees for the period from the Maturity Date to the expiry date of the Letter of Credit or the maturity date of the Bankers' Acceptance, as the case may be. After such Maturity Date, the Agent shall calculate the adjusted fees payable by the Borrowers to such Lender in respect of such Borrowings and such fees shall be payable not later than 10 days after receipt by the Cdn. Borrower of written notice from the Agent as to such amounts. The notice of the Agent setting forth the additional amounts payable shall be conclusive evidence thereof, absent manifest error. 3.4 Purpose (a) Syndicated Facility and Operating Facility. Borrowings under the Syndicated Facility

  • (k) Differing Maturity Dates. If, at any time, there are Lenders with different Maturity Dates, all Lenders will share in Accommodations made under the Facilities based on their Applicable Percentage except to the extent the particular Accommodation requested has a maturity date after the Maturity Date of a Lender, in which case, only those Lenders with a Maturity Date later than the maturity date of the requested Accommodation will be required to participate in providing such Accommodation and the Borrowers may request a similar Accommodation, to the extent otherwise permitted hereunder, from the other Lenders with a maturity date occurring on or before the Maturity Date of such Lenders. Existing Credit Agreement) and to partially finance the Specified Purchase Transaction.

• and the Operating Facility shall be used for working capital, capital expenditures, Permitted Acquisitions and general corporate purposes of the Loan Parties including financing a portion of the purchase price of the Specified Purchase Transaction.

• (b) Term Facility. The Borrowing under the Term Facility shall be used on the Effective Date to refinance amounts outstanding under the Term Facility (under and as defined in the

• 3.5 Borrowings Syndicated Facility, Operating Facility and Term Facility (a) Syndicated Facility: Subject to the provisions of this Agreement, the Borrowers may borrow, repay and reborrow by way of Syndicated Accommodations from each Syndicated Lender pursuant to the Syndicated Facility up to the amount of such Lender's Syndicated Facility Commitment by: (i) Prime Loans: borrowing Prime Loans from the Syndicated Lenders in minimum aggregate amounts of Cdn. $1,000,000 and in integral multiples of Cdn. $100,000

  • thereafter, upon at least one Business Day prior written notice;
  • (ii) Bankers' Acceptances: issuing Bankers' Acceptances to be accepted by the Syndicated Lenders in minimum aggregate amounts of Cdn. $1,000,000 and in integral multiples of Cdn. $100,000 thereafter, upon at least two Business Days prior written notice;
  • (iii) U.S. Base Rate Loans: borrowing U.S. Base Rate Loans from the Syndicated Lenders in minimum aggregate amounts of U.S. $1,000,000 and in integral multiples of U.S. $100,000 thereafter, upon at least one Business Day prior written notice; (iv) SOFR Loans: borrowing SOFR Loans from the Syndicated Lenders in minimum aggregate amounts of U.S. $2,000,000 and in integral multiples of U.S. $100,000
  • thereafter, upon at least three Business Days prior written notice; and
  • (v) Letters of Credit: by way of Fronted Letters of Credit in Canadian Dollars or U.S. Dollars issued by a Fronting Lender for and on behalf of the Lenders, upon at least five Business Days' prior notice, provided that the Equivalent Amount in Canadian Dollars of the aggregate undrawn amount of all Fronted Letters of Credit under the Syndicated Facility after giving effect to any issue thereof does not exceed Cdn. $5,000,000. last day on which such notice can be given pursuant to this Section 3.5 and to be (b) Operating Facility: Subject to the provisions of this Agreement, the Borrowers may Lender pursuant to the Operating Facility up to the Operating Facility Amount as follows: (i) Prime Loans: by borrowing Prime Loans from the Operating Lender, by Overdraft, (ii) U.S. Base Rate Loans: by borrowing U.S. Base Rate Loans from the Operating

each such notice to be given to the Agent at or prior to 10:00 a.m. (Calgary time) on the substantially in the form of Schedule "B". Any such notice may be given by telephone or email and if so, shall be followed by delivery of written notice, substantially in the form of Schedule "B", by no later than 2:00 p.m. (Calgary time) on the same day.

• borrow, repay and reborrow by way of Operating Accommodations from the Operating
  • without notice; and
  • Lender, without notice.

Each Drawdown by way of an Operating Facility Letter of Credit shall require delivery of a Borrowing Notice to the Operating Lender at or prior to 10:00 a.m. (Calgary time) on the last day on which such notice can be given pursuant to this Section 3.5, substantially in the form of Schedule "B". Any such notice may be given by telephone and if so, shall be followed by delivery of written notice, substantially in the form of Schedule "B", by no later than 2:00 p.m. (Calgary time) on the same day.

With respect to Operating Accommodations made concurrently under Sections 3.5(b)(i) and 3.5(b)(ii), the applicable Borrower shall advise the Operating Lender of applicable allocations as between Accommodations in Canadian Dollars and those in U.S. Dollars. Such advice may be given by telephone or email by no later than 10:00 a.m. (Calgary time) on the same day. (i) Prime Loans: borrowing Prime Loans from the Term Facility Lenders in minimum aggregate amounts of Cdn. $1,000,000 and in integral multiples of Cdn. $100,000 (ii) Bankers' Acceptances: issuing Bankers' Acceptances to be accepted by the Term Facility Lenders in minimum aggregate amounts of Cdn. $1,000,000 and in integral multiples of Cdn. $100,000 thereafter, upon at least two Business Days on which such notice can be given pursuant to this Section 3.5 and to be substantially in

• (c) Term Facility: Subject to the provisions of this Agreement, the Cdn. Borrower may borrow by way of an Accommodation from each Term Facility Lender, each in accordance with such Lender's Applicable Percentage of the Term Facility, up to such Lender's Term Facility Commitment as follows:
  • thereafter, upon at least one Business Day prior written notice; and
  • prior written notice;

such notice to be given to the Agent at or prior to 10:00 a.m. (Calgary time) on the last day the form of Schedule "B". Any such notice may be given by telephone or email and if so, shall be followed by delivery of written notice, substantially in the form of Schedule "B", by no later than 2:00 p.m. (Calgary time) on the same day.

3.6 Selection of SOFR Interest Periods If a Borrower elects to borrow by way of a SOFR Loan pursuant to Section 3.5, elects to convert a Borrowing into a SOFR Loan pursuant to Section 3.17 or elects to Rollover a SOFR Loan pursuant to Section 3.18, such Borrower shall, prior to the beginning of the SOFR Interest Period applicable to such SOFR Loan, in accordance with the same period of notice required for the initial drawdown of a SOFR Loan as set forth in Section 3.5, select and notify the Agent by delivery of a Borrowing Notice, Conversion Notice or Rollover Notice, as the case may be, of the SOFR Interest Period (which shall begin and end on a Business Day) applicable to such SOFR Loan. If such Borrower fails to give to the Agent a notice as aforesaid prior to the date of maturity of a SOFR Loan in accordance with the same period of notice required for the original Borrowing, then the amount of such SOFR Loan shall be converted on its maturity to a U.S. Base Rate Loan pursuant to Section 3.17. 3.7 Conditions Applicable to Bankers' Acceptances and BA Equivalent Advances Conversion Notice or Rollover Notice delivered under Sections 3.5, 3.17 or 3.18. Each

(a) Acceptance of Bankers' Acceptances: Subject to the terms and conditions of this Agreement, each Applicable Lender hereby agrees to accept its Applicable Percentage of Bankers' Acceptances as requested by a Borrower pursuant to a Borrowing Notice, such Lender shall purchase such Bankers' Acceptances at the applicable Discount Rate and shall deliver the Discount Proceeds thereof (less any BA Acceptance Fees payable to such Lender in respect thereof) for the account of the applicable Borrower through the Agents' Account For Payment. Notwithstanding the foregoing, no Applicable Lender shall be obligated to purchase a Bankers' Acceptance which is not for a Standard Term, unless each Applicable Lender has consented thereto.

• (b) Payment to Borrowers: On the Drawdown Date, Conversion Date or Rollover Date relating to any issue of Bankers' Acceptances:
• (i) on any Drawdown Date, each Applicable Lender shall deliver the Discount Proceeds thereof (less any BA Acceptance Fees payable to such Lender in respect thereof), for the account of the applicable Borrower through the Agent at the Agent's Account for Payments;
• (ii) on any Rollover Date relating to any Rollover of Bankers' Acceptances, the Borrowers shall be liable to the Applicable Lenders for the principal amount of maturing Bankers' Acceptances. In order to satisfy the continuing liability of the Borrowers to the Applicable Lenders for the principal amount of the maturing Bankers' Acceptances, each Applicable Lender shall receive and retain for its own account the Discount Proceeds from the purchase by such Applicable Lender of such new Bankers' Acceptances and the Borrowers shall on the maturity date of the maturing Bankers' Acceptances pay to the Agent, for the benefit of such Applicable Lender an amount equal to the difference between the principal amount of the maturing Bankers' Acceptances and the Discount Proceeds from the purchase by such Applicable Lender of such new Bankers' Acceptances together with the BA Acceptance Fees to which such Applicable Lender is entitled pursuant to Section 5.4; and (iii) on any Conversion Date relating to Bankers' Acceptances: (A) in the case of a Conversion from a Prime Loan, in order to satisfy the
• continuing liability of the Borrowers to the Applicable Lenders for the amount of the converted Borrowing, each Applicable Lender shall receive for its own account the Discount Proceeds from the purchase by such Applicable Lender of such Bankers' Acceptances and the Borrowers shall on the Conversion Date pay to the Agent for the benefit of such Applicable Lender the difference between the principal amount of the converted Borrowing and the Discount Proceeds from such Bankers' Acceptances together with the BA Acceptance Fees to which such Applicable Lender is entitled pursuant to Section 5.4; and (B) in the case of a Conversion from a Bankers' Acceptance, in order to satisfy (c) Waiver of Presentment and Other Conditions: The Borrowers waive presentment for referred to in Section 3.7(g), any other defence to payment of any amounts due to a Lender
  • the continuing liability of the Borrowers to the Applicable Lenders for an amount equal to the principal amount of such Bankers' Acceptance, the Agent shall record the obligation of the Borrowers to each Applicable Lender as a Borrowing of the type into which the maturing Bankers' Acceptance has been converted.
• payment and, except to the extent of the negligence or wilful misconduct of a Lender in respect of a Bankers' Acceptance accepted and, if applicable, purchased by it pursuant to this Agreement which might exist solely by reason of such Bankers' Acceptance being held, at the maturity thereof, by such Lender in its own right and the Borrowers agree not to claim any days of grace if such Lender as holder sues a Borrower on the Bankers' Acceptance for payment of the amount payable by the Borrowers thereunder. On the specified maturity date of a Bankers' Acceptance, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Borrowers shall, subject to Section 3.7(f), pay the Agent on behalf of the Syndicated Lender or Term Facility Lender (as applicable) that has accepted such Bankers' Acceptance, the full face amount of such Bankers' Acceptance through payment to the Agent or conversion of such Bankers' Acceptance into a Prime Loan pursuant to Section 3.17.

(d) Terms of Each Bankers' Acceptance: Each Bankers' Acceptance shall:

• (i) have a maturity date which shall be on a Business Day; (ii) have a Standard Term (excluding days of grace) or, subject to availability and with the consent of each Applicable Lender, have a term which is not a Standard Term but which does not exceed three months (excluding days of grace); (iii) be denominated in whole multiples of $100,000; (iv) have a term which does not extend beyond the Maturity Date of the Applicable
• Lender; and

(v) be in the standard form of each Applicable Lender. It is the intention of the parties that, pursuant to the Depository Bills and Notes Act ("DBNA"), all Bankers' Acceptances accepted by the BA Purchasing Lenders under this Agreement shall be issued in the form of a "depository bill" (as defined in the DBNA), deposited with, and made payable to a "clearing house" (as defined in the DBNA) including The Canadian Depository for Securities Limited or its nominee, CDS & Co. ("CDS"). The Agent and the BA Purchasing Lenders, as applicable, shall, inter alia, effect the following and, subject to the approval of the Cdn. Borrower, establish and notify the Cdn. Borrower and the Applicable Lenders of any additional procedures, consistent with the terms of this Agreement and the quarterly requirements of the DBNA, as are reasonably necessary to accomplish such intention including: (A) the instruments or drafts held by the Agent for the purposes of effecting (B) any reference to authentication of the Bankers' Acceptance will be (C) any reference to "bearer" will be removed. (e) Power of Attorney - Bankers' Acceptances: As a condition precedent to each BA and, subject to the DBNA compliance requirements set forth in Section 3.7(d), the

• Bankers' Acceptances will include a notation to the effect that they are issued pursuant to the DBNA;
• removed; and
• Purchasing Lender's obligation to accept and purchase Bankers' Acceptances hereunder Borrowers agree to the Power of Attorney Terms - Bankers' Acceptances set out in Schedule "H" and hereby grants to each BA Purchasing Lender a power of attorney on the terms set out in Schedule "H", provided that if a Borrower revokes such power of attorney, a BA Purchasing Lender shall not be obliged to accept and purchase Bankers' Acceptances unless the Borrowers, the Agent and all of the BA Purchasing Lenders have agreed on amendments to this Agreement which the BA Purchasing Lenders may require to again accept and purchase Bankers' Acceptances. acceptance of such Bankers' Acceptance as set forth in Section 3.5, the face amount of Applicable Lender pursuant to Section 3.17. (g) Unlawful Issue or Use: The Borrowers shall pay on demand to the Agent on behalf of
• (f) Failure to Give Notice of Repayment: If the Borrowers fail to give notice to the Agent of the method of repayment of a Bankers' Acceptance prior to the date of maturity of such Bankers' Acceptance in accordance with the same period of notice required for the original such Bankers' Acceptance shall be converted on its maturity to a Prime Loan from the
• each BA Purchasing Lender the face amount of any bankers' acceptance form presented

to such BA Purchasing Lender for payment and paid by such Lender that has been unlawfully issued or used or put into circulation fraudulently or without authority, and shall indemnify such BA Purchasing Lender against any loss, cost, damage, expense or claim regardless of by whomsoever made that such BA Purchasing Lender may suffer or incur by reason of any fraudulent, unauthorized or unlawful issue or use of any such bankers' acceptance form, other than as is caused by the negligence or wilful act or omission of such BA Purchasing Lender or any of its officers, employees, agents or representatives failing to use the same standard of care in the custody of such bankers' acceptance forms as it uses in the custody of its own property of a similar nature. (h) BA Equivalent Advances: Notwithstanding Section 3.5(a)(ii), the foregoing provisions of this Section 3.7, and any other provision hereof to the contrary, a Non-Acceptance Lender

shall, in lieu of accepting Bankers' Acceptances, make a BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers' Acceptances which, but for this Section 3.7(h), such Lender would otherwise be required to accept and purchase as part of such a Borrowing by way of Bankers' Acceptances. To determine the amount of such Discount Proceeds, the hypothetical sale shall be deemed to take place at the Non-Acceptance Discount Rate. Any BA Equivalent Advance shall be made on the relevant Drawdown Date, Conversion Date or Rollover Date, as the case may be, and shall remain outstanding for the term of the Bankers' Acceptances issued concurrently therewith. Concurrently with the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the BA Acceptance Fee which, but for this Section 3.7(h), such Lender would otherwise be entitled to receive as part of such issue of Bankers' Acceptances. The BA Equivalent Advance shall accrue interest at a rate per annum equal to the Non-Acceptance Discount Rate for such Bankers' Acceptance for the term of such BA Equivalent Advance. Upon the maturity date for such Bankers' Acceptances, the Borrowers shall pay to each Non-Acceptance Lender, in satisfaction of the BA Equivalent Advance and interest accrued thereon, an amount equal to the face amount of the Bankers' Acceptance which, but for this Section 3.7(h), such Lender would otherwise have been required to accept as part of such Borrowing by way of Bankers' Acceptance, failing which such amount shall be converted to a Prime Loan. Lender a power of attorney on the terms set out in Schedule "I", provided that if a Borrower 3.8 Agent's Duties re Bankers' Acceptances

All BA Equivalent Advances made by a Non-Acceptance Lender shall, if requested by such Lender, be evidenced by promissory notes of the applicable Borrower in form and substance satisfactory to such Lender, acting reasonably.

As a condition precedent to each Non-Acceptance Lender's obligation to make a BA Equivalent Advance hereunder, the Borrowers agree to the Power of Attorney Terms BA Equivalent Advances set out in Schedule "I" and hereby grants to each Non-Acceptance revokes such power of attorney, it shall not be entitled to obtain BA Equivalent Advances unless the Cdn. Borrower, the Agent and all of the Non-Acceptance Lenders have agreed on amendments to this Agreement which would again allow the Borrowers to obtain BA Equivalent Advances. (i) advise the Borrowers of the allocation of Bankers' Acceptances to each Applicable

• (a) Advice to the Lenders: The Agent, promptly following receipt of a Borrowing Notice for an Accommodation by way of Bankers' Acceptances, of a Conversion Notice for Conversion of a Borrowing to a Bankers' Acceptance or of a Rollover Notice for a Rollover of a Bankers' Acceptance, shall:
  • Lender such that the aggregate amount of Bankers' Acceptances required to be

accepted by such Applicable Lender hereunder is in a whole multiple of

• Cdn. $100,000; or (ii) advise each BA Purchasing Lender of the face amount of each Bankers' Acceptance to be purchased by it and the term thereof, which term shall be identical for all BA Purchasing Lenders. Promptly on each Drawdown Date, Conversion Date or Rollover Date on which BA Purchasing Lenders are required to purchase Bankers' Acceptances hereunder, the Agent shall determine the applicable CDOR Rate in respect of such Bankers' Acceptances.

• (b) Bankers' Acceptances Being Purchased: Promptly on the Drawdown Date, Rollover Date or Conversion Date relating to all Bankers' Acceptances to be purchased by the BA Purchasing Lenders on such date, the Agent shall provide either written or telephone advice to the Borrowers and each BA Purchasing Lender confirming the particulars with respect to such Bankers' Acceptances. Such advice shall be confirmed in writing by the Agent on or prior to 2:30 p.m. (Calgary time) on such Drawdown Date, Rollover Date or Conversion Date. Upon receipt of any such notice, each BA Purchasing Lender is thereupon authorized to complete and sign Bankers' Acceptances on behalf of the applicable Borrower in accordance with the Power of Attorney Terms - Bankers' Acceptances and the particulars advised by the Agent. 3.9 Fronted Letters of Credit Under the Syndicated Facility (a) Issuance: If, pursuant to a Borrowing Notice, a Borrower has requested a Fronted Letter (i) that expires after the Maturity Date of such Lender; or (ii) if after giving effect thereto the amount of the LC Obligations under Fronted Letters

• of Credit from a Fronting Lender, such Fronting Lender shall, subject to the terms of this Agreement, issue such Fronted Letter of Credit for the account of the applicable Borrower on any day on or after the Effective Date and before the Maturity Date. No Fronted Letter of Credit shall be issued by any Fronting Lender, whether on original issue, or by renewal or extension (automatic or otherwise) where a Lender has liability in respect thereof: of this Agreement which such Fronting Lender shall determine in good faith and on a rights, of any Syndicated Lender. (b) Conditions Precedent: No Fronting Lender shall be required to issue any Fronted Letter

  • of Credit issued by a Fronting Lender exceeds the Fronted LC Commitment of such Fronting Lender.

Each Fronted Letter of Credit shall be substantially in the form of the applicable Fronting Lender's standard form with modifications thereto consistent with the applicable provisions commercially reasonable basis does not materially increase the obligations, or diminish the (i) the Agent, on behalf of the Fronting Lender, shall have received a Borrowing (A) the proposed Issue Date (which shall be a Business Day at least five

• of Credit if on the Issue Date for such Fronted Letter of Credit the Agent determines that any of the following conditions has not been satisfied:

  • Notice requesting that a Fronted Letter of Credit be issued, such Borrowing Notice to be accompanied by an originally executed LC Application satisfactory to the applicable Fronting Lender, specifying:
    • Business Days following the date of such request);

• (B) the purpose for which such Fronted Letter of Credit is to be used, and, if the Agent, acting reasonably, determines that the requested Fronted Letter of Credit will constitute a Financial LC, the Cdn. Borrower have agreed with such characterization, failing which such Fronted Letter of Credit shall not be issued; (C) the expiry date which shall not be more than one year from the Issue Date (D) the name and address of the beneficiary; (E) the face amount and currency of such Fronted Letter of Credit; and

• and which shall not extend beyond the latest Maturity Date of any Lender obligated in respect of such Fronted Letter of Credit;

• (F) the terms and conditions of the requested Fronted Letter of Credit and other relevant details (provided that no Fronted Letter of Credit that provides for the automatic extension thereof unless notice is given to the beneficiary thereof shall be issued which requires that notice of the nonextension of the expiry date thereof be given more than 60 days prior to the scheduled expiry thereof, unless otherwise agreed by the Fronting Lender); and (ii) the Fronting Lender, through the Agent, shall have received such other customary

• administrative documents as the Fronting Lender, through the Agent, shall have reasonably requested as a condition to the issuance of such Fronted Letter of Credit; provided that in the event of any conflict between the terms of such other documents and this Agreement, the terms of this Agreement shall prevail and further provided that the Borrowers' obligations in respect of Fronted Letters of Credit shall be determined solely by reference to the provisions of this Agreement. (c) Notice to Lenders: Promptly upon its receipt of an LC Application for a Fronted Letter of

• Credit, the Agent shall notify each Lender and the applicable Fronting Lender thereof, which notice shall also specify each Lender's share of the amount of such Fronted Letter of Credit based upon such Applicable Percentage. If a Fronting Lender determines not to issue such Fronted Letter of Credit by reason of the failure to satisfy the conditions specified in Section 3.9(b), the Fronting Lender (if not the Agent) shall give prompt notice thereof to the Agent and in turn the Agent shall provide notice thereof to the Cdn. Borrower and each Lender. (d) Fronted Letters of Credit: Each Fronting Lender will exercise and give the same care

• and attention to each Fronted Letter of Credit issued by it hereunder as it gives to its other letters of credit and similar obligations, and such Fronting Lender's sole liability to each Lender shall be to promptly return to the Agent for the account of the Lenders, each Lender's Applicable Percentage of any payments made to such Fronting Lender by the Borrowers hereunder, excluding the Fronting Fee. Each Lender agrees that, in paying any drawing under a Fronted Letter of Credit, the applicable Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Fronted Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. Neither any Fronting Lender nor any of its representatives, officers, employees or agents shall be liable to any Lender for: (i) any action taken or omitted to be taken in connection herewith at the request or

  • with the approval of the Lenders;

• Credit in the absence of gross negligence or wilful misconduct; or

• (ii) any action taken or omitted to be taken in connection with any Fronted Letter of Letter of Credit or any other document contemplated thereby.

(iii) the execution, effectiveness, genuineness, validity, or enforceability of any Fronted No Fronting Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by or on behalf of the proper Person.

• (e) Auto-Renewal of Letters of Credit: A Fronted Letter of Credit may, if a Borrower so requests, contain an automatic extension of the expiry date thereof pursuant to which the expiration date is automatically extended or renewed for a period of up to one year unless the Fronting Lender notifies the beneficiary thereof that it shall not be extended or renewed within a certain period of time (not to exceed 60 days prior to the then current expiry date) (such lead date being herein called the "Renewal Notification Date"). For each such Fronted Letter of Credit the Cdn. Borrower shall notify the Agent and the Fronting Lender, at least 10 Business Days prior to the Renewal Notification Date, if a Borrower wishes such Fronted Letter of Credit to expire in accordance with its current expiry date, and not automatically renew, in which event the Fronting Lender shall so notify the beneficiary. If the Borrowers fail to provide such notification to the Agent and Fronting Lender, the Fronting Lender shall (subject to the next sentence) permit the Fronted Letter of Credit to automatically renew or extend in accordance with its terms. Nothing in this Section 3.9(e) shall permit the Borrowers to have outstanding any Fronted Letter of Credit where any Lender has liability in respect thereof that expires after the Maturity Date of such Lender. (f) Records: The Agent and the applicable Fronting Lender shall maintain records showing and each Lender's share of such amount and showing for each Fronted Letter of Credit (i) the Issue Date and expiration date thereof; (ii) the amount thereof; and (iii) the date and amount of all payments made thereunder. 3.10 Fronted Letter of Credit Payments
  • the undrawn and unexpired amount of each Fronted Letter of Credit outstanding hereunder issued hereunder:

With respect to any Fronted Letter of Credit issued hereunder, the Agent and the applicable Fronting Lender shall make copies of such records available to the Cdn. Borrower or any Lender party to that Fronted Letter of Credit upon its request.

• (a) LC Drawdown: The Borrowers and each Lender hereby authorize each Fronting Lender to review on behalf of each Lender each draft and other document presented under each Fronted Letter of Credit. The determination of a Fronting Lender as to the conformity of any documents presented under a Fronted Letter of Credit to the requirements of such Fronted Letter of Credit shall, in the absence of such Fronting Lender's gross negligence or wilful misconduct, be conclusive and binding on the Borrowers and each Lender. Each Fronting Lender shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted Letter of Credit. Such Fronting Lender shall promptly after such examination: (i) notify the Agent and the Cdn. Borrower by telephone (confirmed in writing) of such

  • demand for payment;

• for payment under such Fronted Letter of Credit; and

• (ii) deliver to the Agent a copy of each document purporting to represent a demand properly made under such Fronted Letter of Credit.

• (iii) notify the Agent and the Cdn. Borrower whether said demand for payment was (b) LC Disbursement: In the event that any LC Disbursement shall be made under any Fronted Letter of Credit (the date any such LC Disbursement is made being the "Participation Date"):

  • notify the Cdn. Borrower of such payment and of the amount thereof;

• (i) the applicable Fronting Lender shall promptly notify the Agent who shall promptly (ii) each LC Disbursement shall constitute the making of a Prime Loan in the case of a Fronted Letter of Credit in Canadian Dollars or U.S. Base Rate Loan in the case of a Fronting Letter of Credit in U.S. Dollars, as applicable, to the applicable Borrower by the applicable Fronting Lender on the Participation Date (without limiting each Lender's obligations hereunder to such Fronting Lender in respect of any such Loan and notwithstanding the otherwise pro-rata nature of Accommodations hereunder), even if any condition precedent to the making of such a Loan shall not have been satisfied; (iii) the Agent shall notify each applicable Lender by facsimile or by telephone (iv) immediately upon receipt of such notice, each applicable Lender shall make its (c) Lenders' Participation: Each Fronting Lender irrevocably grants, and, in order to induce

  • (confirmed by facsimile) of such disbursement and the amount payable by such Lender to the Agent for the account of such Fronting Lender based on the applicable Lender's Applicable Percentage; and
  • Applicable Percentage of such Loan in Cdn. Dollars or U.S. Dollars, as applicable, available to the Agent for the account of such Fronting Lender by wire transfer of immediately available funds to the Agent's Branch of Account for the account of such Fronting Lender.

• each Fronting Lender to issue its Fronted Letters of Credit hereunder, each Lender irrevocably accepts and hereby purchases from such Fronting Lender on the terms and conditions hereinafter stated, for its own account and risk, an undivided interest (equal to each Lender's Applicable Percentage) in such Fronting Lender's obligations and rights under each Fronted Letter of Credit issued by it and the amount of each draft paid by such Fronting Lender thereunder and the deemed Prime Loan or U.S. Base Rate Loan made hereunder to the applicable Borrower on the Participation Date. Each Lender unconditionally and irrevocably agrees with such Fronting Lender that, on or before the close of business on each Participation Date, such Lender will pay to the Agent for the account of such Fronting Lender at the Agent's Branch of Account its Applicable Percentage of any Prime Loan or U.S. Base Rate Loan deemed to be made to the applicable Borrower by such Fronting Lender on the Participation Date. If any Lender fails to make any such payment on the Participation Date, then interest shall accrue and be payable by such Lender on such Lender's obligation to make such payment during the period from such Business Day to the day such Lender makes such payment at the Default Rate. (d) Absolute Obligation: Each Lender acknowledges that its obligations to each Fronting

• Lender in respect of any Fronted Letter of Credit issued by it, including the obligation to purchase and fund a participation in the obligations and rights of a Fronting Lender under each Fronted Letter of Credit and any drafts paid by it and the deemed Prime Loan or U.S. Base Rate Loan made hereunder by such Fronting Lender on the Participation Date, are

absolute and unconditional and shall not be affected by any circumstance whatsoever, including:

• (i) the occurrence and continuance of any Default or Event of Default; (ii) any failure or inability of any other Lender to purchase or fund such a participation hereunder; or (iii) any other failure by any other Lender to fulfil its obligations hereunder.

Each payment by a Lender to a Fronting Lender shall be made, without any offset, compensation, abatement, withholding or reduction whatsoever.

• 3.11 Obligations Absolute re Letters of Credit (a) Absolute Obligation: The obligations of the Borrowers under this Agreement in respect of Letters of Credit shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which any Person may have or have had against the Agent, any Lender, any Fronting Lender or any beneficiary of a Letter of Credit. (b) No Defences: The obligations of the Borrowers in respect of Letters of Credit shall not be (i) any lack of validity or enforceability of any Letter of Credit; (ii) any draft, demand, certificate or any other document presented under any Letter (iii) a Default or an Event of Default that has occurred and is continuing; (iv) any dispute between or among the Borrowers and any beneficiary of any Letter of (v) any claims, compensation, set-off, defence or other right whatsoever of a Borrower (vi) payment under a Letter of Credit against presentation of a draft or other document

  • affected by:

• of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; that does not comply strictly with the terms of such Letter of Credit; (vii) the non-perfection of any Security Interest granted to, or in favour of, the Agent, obligations referred to in Section 3.10;

  • Credit or any other party to which such Letter of Credit may be transferred;

  • against any beneficiary of such Letter of Credit or any such transferee;

  • any of the Lenders or Fronting Lenders as security for any of the reimbursement

  • (viii) the existence of any Insolvency Event with respect to a Borrower; or (ix) any other event or circumstance whatsoever that might, but for the provisions of this Section 3.11(b), constitute a legal or equitable discharge of the obligations of any Borrower hereunder or in respect of any Letter of Credit;

save and except only for payment under a Letter of Credit other than in compliance with the terms thereof in all material respects or other than as a result of the Agent's or, if applicable, the applicable Fronting Lender's gross negligence or wilful misconduct.

• (c) Notice Delays: None of the Agent or any Fronting Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except, as to any such Person, for errors or omissions caused by such Person's gross negligence or wilful misconduct.
• (d) Uniform Customs: The Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (the "Uniform Customs") shall in all respects apply to each Letter of Credit unless expressly provided to the contrary therein and shall be deemed for such purpose to be a part of this Agreement as if fully incorporated herein. In the event of any conflict or inconsistency between the Uniform Customs and the governing law of this Agreement, the Uniform Customs shall, to the extent permitted by Applicable Laws, prevail to the extent necessary to remove the conflict or inconsistency. (e) Action Binding: Any action taken or omitted by the Agent or any Fronting Lender under (f) General: Without limiting the generality of the foregoing: (i) a Fronting Lender may accept documents that appear on their face to be in (ii) a Fronting Lender shall have the right, in its discretion acting reasonably, to decline
• or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or wilful misconduct and in accordance with the standards of care specified in the Uniform Customs, shall be binding on the Borrowers and shall not result in any liability of the Agent or any Fronting Lender to the Borrowers.
• compliance with the terms of a Letter of Credit in all material respects without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in compliance with the terms of such Letter of Credit in all material respects; (iii) this sentence, together with Section 3.10, shall establish the standard of care to (iv) in the event of any conflict or inconsistency between the provision of any LC (g) Consequential Damages: Notwithstanding anything to the contrary contained herein, none of the Agent or any Fronting Lender shall be liable to the Borrowers for any
  • to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit;
• be exercised by each Fronting Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Laws, any standard of care inconsistent with the foregoing); and 3.12 Expenses re Letters of Credit
  • Application and this Agreement, the provisions of this Agreement shall prevail.
  • consequential, indirect, punitive or exemplary damages with respect to action taken or omitted to be taken by it under any Letter of Credit.

(a) LC Expenses: The Borrowers shall pay and reimburse the Agent, each Fronting Lender and each Lender for all Taxes (other than Taxes imposed on or measured by reference to or in respect of overall net income, gains or capital of the applicable party) and reasonable and customary fees, charges and other costs and expenses (other than Letter of Credit Fees and Fronting Fees) incurred by the Agent, such Lender or such Fronting Lender in

connection with any LC Disbursement ("LC Expenses"), as notified by the Agent (on its own behalf and on behalf of the Lenders) or a Fronting Lender to the Cdn. Borrower through the Agent. Each payment in respect of LC Expenses shall be due and payable within 10 Business Days after the date on which the Agent notifies the Cdn. Borrower of the amount of such LC Expenses and shall accrue interest if not paid on such date at the Default Rate. (b) Other Costs: The Borrowers shall pay to the Agent, each Fronting Lender and each (i) set-up fees, customary cable charges and other customary miscellaneous charges (ii) customary documentary and administrative charges for amending, transferring or 3.13 Indemnification; Nature of Lender's Duties

• Lender its:

  • in respect of the issue of Letters of Credit and upon the amendment or transfer of each Letter of Credit and each drawing made thereunder; and
  • drawing under, as the case may be, Letters of Credit of a similar amount, term and risks.

• (a) Indemnity: In addition to amounts payable as elsewhere provided for in this Section 3.12, the Borrowers hereby agree to protect, indemnify, pay and save each Lender harmless from and against any and all claims or losses (including reasonable legal fees and expenses) which such Lender may incur or be subject to as a consequence, direct or indirect, of: (i) the application for or issuance of or drawing under any Letter of Credit, other than determined by a court of competent jurisdiction, provided that such Lender acts in (ii) the failure of such Lender to honour a drawing under any Letter of Credit as a result Governmental Action prohibiting the payment of such drawing. (b) Misuse: As between the Borrowers and each Lender, the Borrowers assume all risks of (i) the form, validity, accuracy, genuineness or legal effect of any document submitted any Letter of Credit (even if it should in fact prove to be in any or all respects invalid,

  • as a result of the gross negligence or wilful misconduct of such Lender as good faith; or
  • of any act or omission, whether rightful or wrongful, of any present or future

• the acts and omissions of, or misuse of any Letter of Credit by, the beneficiary of such Letter of Credit. Except to ensure compliance with the applicable Letter of Credit, the Lenders shall not have any responsibility for:

  • by any party in connection with the application for, issuance of or drawing under inaccurate, fraudulent or forged);

• (ii) the validity or sufficiency of any instrument transferring or assigning (or purporting to transfer or assign) any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) errors, omissions, interruptions or delays in transmission or delivery of any (iv) errors in interpretation of technical terms;

  • messages, by mail, cable, telegraph or otherwise (whether or not they are in cipher);

• order to make a drawing under any Letter of Credit or of the proceeds thereof;

• (v) any loss or delay in the transmission or otherwise of any document required in (vi) the misapplication by the beneficiary of any Letter of Credit or of the proceeds of any drawing under such Letter of Credit; and

• including any Governmental Action.

(vii) any consequences arising from causes beyond the control of the Lenders, None of the above shall affect, impair, or prevent the vesting of any of the Lenders' powers hereunder. Any action taken or omitted by any Lender under or in connection with any Letter of Credit issued by it or the related certificates if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrowers provided that such Lender acts without gross negligence and has not engaged in wilful misconduct.

(c) No Liability: The Borrowers shall have no obligation to indemnify a Lender in respect of any liability incurred by such Lender arising out of the gross negligence or wilful misconduct of such Lender as determined by a court of competent jurisdiction, or out of the wrongful dishonour by such Lender of a proper demand for payment made under any Letter of Credit issued by it. 3.14 Repayments re Letters of Credit (a) the Agent delivers an Acceleration Notice or an Insolvency Event occurs; (b) the Borrowers shall be required to repay Borrowings to a Lender pursuant to Article 4; or (c) any Letter of Credit is the subject matter of any order, judgement, injunction or other such

• If:

• determination (a "Judicial Order") restricting payment under and in accordance with such Letter of Credit or extending the Fronting Lender's liability, as the case may be, beyond the expiration date stated in such Letter of Credit;

then the Borrowers shall pay to the Agent an amount, in the currency in which the Letter of Credit is denominated, equal to the maximum amount available to be drawn under any unexpired Letter of Credit in respect of all of the Lenders in the case of paragraphs (a) and (c) and in respect of each Lender whose Borrowings are required to be repaid in accordance with Article 4 in the case of paragraph (b). Any such amounts paid by the Borrowers to the Agent shall be held by the Agent in a Cash Collateral Account as continuing collateral security for the obligations of the Borrowers to reimburse the Lenders for LC Disbursements made in respect of any such Letter of Credit. Such Cash Collateral Accounts shall be assigned to the Agent as security for the obligations of the Borrowers in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of the Borrowers for such Letters of Credit as LC Disbursements are made thereunder. Amounts held in such Cash Collateral Accounts may not be withdrawn by the Borrowers; however, interest on such deposited amounts (at the rates and in accordance with the then prevailing practices of the Agent for accounts of such type) shall be for the account of the Borrowers and may be withdrawn by the Borrowers from time to time so long as no Event of Default is then continuing.

The Agent shall release to the applicable Borrower any amount remaining in the Cash Collateral Accounts after applying the amounts necessary to discharge all LC Obligations of the Borrowers relating to such Letters of Credit, upon the later of:

• (i) the date on which any final and non-appealable Judicial Order has been rendered or issued either terminating any applicable Judicial Order or permanently enjoining the Fronting Lender from paying under such Letter of Credit;
• (ii) the earlier of: (A) the date on which either the original counterpart of such Letter of Credit is returned to the Fronting Lender for cancellation or the Fronting Lender is released by the beneficiary thereof from any other obligation in respect of such Letter of Credit; and (B) the expiry of such Letter of Credit; and (iii) if an Event of Default has occurred, the payment and satisfaction of all
• indebtedness and liabilities of the Borrowers hereunder and cancellation or termination of the Facilities.

3.15 Notice of Repayment The applicable Borrower shall deliver to the Agent or the Operating Lender, as applicable, a Repayment Notice in respect of each repayment of Borrowings on five Business Days prior notice, and in a minimum amount of Cdn. $100,000 or U.S.$ 100,000, as applicable, and multiples of Cdn. $100,000 or U.S.$ 100,000, as applicable. Notwithstanding the foregoing, a Bankers' Acceptance may only be prepaid prior to its maturity date, and a SOFR Loan may only be prepaid prior to the last day of the SOFR Interest Period applicable to such SOFR Loan, upon payment by the Borrowers of the amounts payable in respect thereof pursuant to Section 4.4. A Letter of Credit may only be prepaid by delivering the original thereof to the Agent for cancellation, or upon payment by the Borrowers of the amounts payable in respect thereof pursuant to Section 4.4. 3.16 Pro-Rata Treatment of Borrowings (a) Pro-Rata Borrowings: Subject to Section 3.16(b), each Borrowing under a Facility and

• each basis of Borrowing shall be made available by each Applicable Lender under such Facility and all repayments and reductions in respect thereof shall be made and applied in a manner so that the Borrowings and each basis of Borrowing outstanding hereunder to each Applicable Lender will, to the extent possible, thereafter be in the same proportion as the Applicable Percentage of such Lender. The Agent is authorized by the Borrowers and each Syndicated Lender and Term Facility Lender to determine, in its sole and unfettered discretion, the amount of Syndicated Borrowings and Term Borrowings and each basis of Syndicated Borrowing and Term Borrowing to be made available by each Syndicated Lender and Term Facility Lender and the application of repayments and reductions of Syndicated Borrowings and Term Borrowings to give effect to the provisions of this Section 3.16(a) and Section 7.2; provided that, subject to Section 3.16(b), no Syndicated Lender or Term Facility Lender shall, as a result of any such determination, have Syndicated Borrowings or Term Borrowings outstanding in an amount which is in excess of the amount of its Syndicated Facility Commitment or Term Facility Commitment. (b) Agent's Discretion on Allocation: If it is not practicable to allocate Bankers' Acceptances Cdn. $100,000, the Agent is authorized by the Borrowers and each Syndicated Lender to
• to each Syndicated Lender such that the aggregate amount of Bankers' Acceptances required to be purchased by such Syndicated Lender hereunder is in a whole multiple of

make such allocation as the Agent determines in its sole and unfettered discretion may be equitable in the circumstances. In no event shall the outstanding Syndicated Borrowings of a Syndicated Lender exceed its Applicable Percentage by more than Cdn. $100,000 as a result of such exercise of discretion by the Agent. In the event it is not practicable to allocate each basis of Syndicated Borrowing in accordance with Section 3.16(a) by reason of the occurrence of circumstances described in Sections 11.1, 11.4 or 11.5, the Agent is authorized by the Borrowers and each Lender to make such allocation as the Agent determines in its sole and unfettered discretion may be equitable in the circumstances, but no Syndicated Lender shall, as a result of any such allocation, have any Syndicated Borrowings outstanding in an amount which is in excess of the amount of its Syndicated Facility Commitment. (c) Further Assurances by Borrowers: To the extent reasonably possible, the Borrowers give effect to the provisions of this Section 3.16. 3.17 Conversion Option out in Section 3.5 (other than delivery of a Borrowing Notice) in respect of the basis of Accommodation to

and each Lender agree to be bound by and to do all things necessary or appropriate to

A Borrower may, during the term of this Agreement, upon giving the Agent at the Agent's Branch of Account a Conversion Notice in accordance with the period of prior notice and other requirements set which any Accommodation is being converted, convert any Accommodation to another basis of Accommodation. Notwithstanding the foregoing, a Bankers' Acceptance may only be converted on its maturity date and a SOFR Loan may only be converted on the last day of the SOFR Interest Period applicable to such SOFR Loan or on any other day if such Borrower pays all amounts payable in respect thereof pursuant to Section 4.6. A Letter of Credit may not be converted. If the requested conversion is either from or into SOFR Loans or Bankers' Acceptances, then: (a) if a Default has occurred and is continuing, the Borrowers, without limiting its rights to only be entitled to request a conversion into a SOFR Loan with an SOFR Interest Period (b) if an Event of Default has occurred and is continuing, such conversion shall not be

• convert any Borrowing into a Prime Loan or a U.S. Base Rate Loan, as applicable, shall of one month or into a Bankers' Acceptance with a term to maturity of one month or less as provided for herein; and
• permitted and all SOFR Loans in respect of which any such conversion has been requested shall be converted to a U.S. Base Rate Loan on the last day of the SOFR Interest Period applicable thereto and all Bankers' Acceptances in respect of which any such conversion has been requested shall be converted to a Prime Loan on the maturity of such Bankers' Acceptances. 3.18 Rollovers

On each Conversion Date, the Borrowers shall be required to repay to the Agent the basis of Accommodation which is being converted and, subject to the provisions of this Agreement, the Lenders shall be required to make available to the applicable Borrower the Accommodations into which such basis of Accommodation is being converted.

A Borrower may, during the term of this Agreement, rollover all or any portion of a Bankers' Acceptance on its maturity date or all or any portion of a SOFR Loan for an additional SOFR Interest Period subsequent to the initial or any subsequent SOFR Interest Period or extend the expiry date of a Fronted Letter of Credit, upon giving the Agent at the Agent's Branch of Account a Rollover Notice in accordance with the period of notice and other requirements set out in Section 3.5 and 3.9(e) applicable to Bankers' Acceptances or SOFR Loans or Letters of Credit (other than delivery of a Borrowing Notice), unless immediately prior to the issuance of any Bankers' Acceptances or Letter of Credit or the commencement of any subsequent SOFR Interest Period, a Default or an Event of Default shall have occurred and be

continuing, in which event the Borrowers shall not be entitled to Rollover such Letter of Credit and, in the case of a Default, shall only be entitled to request a Bankers' Acceptance with a term to maturity of one month or less as provided for herein or an SOFR Interest Period of one month and, in the case of an Event of Default, (i) shall be deemed to have converted any Bankers' Acceptance to a Prime Loan and any such SOFR Loan to U.S. Base Rate Loan, in each case pursuant to Section 3.17 on the maturity date of the Bankers' Acceptance or the last day of the SOFR Interest Period applicable thereto, and (ii) shall be deemed to have notified the Agent and the Fronting Lender to cancel any automatic renewal of a Fronted Letter of Credit under Section 3.9(e). In the event a Rollover Notice in respect of an existing Bankers' Acceptance or SOFR Loan is not given pursuant to this Section 3.18 or a Conversion Notice in respect of such existing Bankers' Acceptance or SOFR Loan is not given pursuant to Section 3.17, any such Bankers' Acceptance shall be converted to a Prime Loan on the maturity date of such Bankers' Acceptance and any such SOFR Loan shall be converted to a U.S. Base Rate Loan on the last day of the SOFR Interest Period applicable to such existing SOFR Loan and the provisions of the last sentence of Section 3.17 shall apply to any such conversion. 3.19 Notices Irrevocable 3.20 Takeover Notification

All notices delivered or deemed to be delivered by a Borrower pursuant to this Article 3 shall be irrevocable and shall oblige the Borrower to take the action contemplated on the date specified therein.

In the event a Borrower wishes to utilize Borrowings to, or to provide funds to any Subsidiary of the Cdn. Borrower to, offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person, (other than a private company as defined under the Securities Act (Alberta) or a corporation whose shares are directly or indirectly held by one person) (the "Target") where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such person that are beneficially owned, or over which control or direction is exercised, by the Cdn. Borrowers and its Subsidiaries and any person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate 10% or more of all of the outstanding securities of that class of securities of the person (a "Takeover"), then either: (a) Agreement of the Target Entity: the Cdn. Borrower shall provide to the Agent evidence satisfactory to the Agent of the agreement of the board of directors or like body of the (b) No Conflict by Lenders: the following steps shall be followed: (i) at least five Business Days prior to the delivery of any notice to the Agent pursuant to Section 3.5 requesting Accommodations intended to be utilized for such advise the Agent who shall promptly advise a Vice President of each Lender (or

• Target approving the Takeover and approving the financing thereof by the Lenders; or
• Takeover, the President or Chief Financial Officer of the Cdn. Borrower shall such other senior officer of such Lender as may be designated by such Lender from time to time) of the particulars of such Takeover in sufficient detail to enable such Lender to determine whether it has a conflict of interest if Accommodations from such Lender are utilized by the Borrowers for such Takeover; (ii) within three Business Days of being so advised, each Lender shall notify the Agent interest exists (such determination to be made by such Lender in the exercise of provided that in the event such Lender does not so notify the Agent within such
  • of such Lender's determination, acting reasonably, as to whether such a conflict of its sole discretion having regard to such considerations as it deems appropriate), three Business Day period, such Lender shall be deemed to have notified the Agent that it has a conflict of interest; and

Borrower of such Lender's determination;

(iii) the Agent shall promptly notify the President or Chief Financial Officer of the Cdn. and in the event that any Lender has (or is deemed to have) such a conflict of interest, then upon the Agent so notifying the Cdn. Borrower, such Lender shall have no obligation to provide Accommodations for such Takeover notwithstanding any other provision of this Agreement to the contrary; provided that each other Lender (a "Takeover Lender") shall have an obligation, up to the amount of its Commitment, to provide Accommodations for such Takeover, and Accommodations for such Takeover shall be provided by each Takeover Lender in accordance with the ratio that its Applicable Percentage bears to the aggregate of the Applicable Percentages of all the Takeover Lenders. (c) Takeover Loans: If Accommodations are utilized for the purposes of a Takeover (a temporarily adjusted in accordance with Section 3.20(b) and, as applicable, subsequent Applicable Percentage in effect immediately prior to the advance of the Takeover Loan.

"Takeover Loan") and there are Lenders other than Takeover Lenders (the "Non-Takeover Lenders"), the Applicable Percentage of each Non-Takeover Lender shall be Borrowings shall be funded firstly by Non-Takeover Lenders and subsequent repayments shall be applied firstly to Takeover Lenders, in each case, until such time as the Applicable Percentage of each Takeover Lender and Non-Takeover Lender is equal to such 3.21 Lender Swaps (a) Swaps: Subject to the terms and conditions hereof (and specifically Section 9.3(h)), each (b) Secured Obligations: The parties agree that all Permitted Swap Indebtedness shall be Borrowings, Operating Borrowings, Term Borrowings and Creditcard Obligations and

• of the Lenders (or an Affiliate of such Lender) may from time to time enter into Swaps with any Loan Party during the term of this Agreement. Prior to engaging in any Lender Swaps, the applicable Loan Party shall enter into an ISDA Master Agreement with the applicable Swap Lender, or a confirmation that incorporates by reference the terms of an ISDA Master Agreement.
• secured by the Security on a pari passu basis and shall rank pari passu with the Syndicated HASCAP Obligations. All Swap Indebtedness of a Loan Party to any Swap Lender, other than Permitted Swap Indebtedness, shall, as to the Security, rank junior and be subordinate in every respect to the Syndicated Borrowings, the Operating Borrowings, the Term Borrowings and the Permitted Swap Indebtedness. (c) Determination of Permitted Swaps: The Lender Swaps which constitute Permitted with each subsequent Lender Swap, until the applicable limitations under Section 9.3(h) are exceeded, provided that a Lender Swap shall be deemed to be a Permitted Swap (and 3.22 Overdrafts Each advance by the Operating Lender under the Operating Facility by way of Overdraft in
  • Swaps at any time shall be determined starting with the earliest Lender Swap entered into which is still outstanding on the date such determination is made, and so on chronologically the indebtedness thereunder Permitted Swap Indebtedness) if it is entered into by a Swap Lender without actual notice or knowledge that such Lender Swap is not a Permitted Swap.

Canadian Dollars shall automatically result in a Prime Loan. The Borrowers agree not to effect any Overdraft hereunder which would cause the Operating Borrowings to exceed the Operating Facility Amount from time to time, and acknowledges that the Operating Lender reserves the right to refuse to honour any Overdraft hereunder which, in the opinion of the Operating Lender, would have the effect of causing the Operating Facility Amount to be so exceeded.

3.23 Creditcard Facilities Any Creditcard Lender may provide Creditcard Facilities to the Borrowers or any other Loan Party from time to time. The parties agree that all Creditcard Obligations shall be secured by the Security on a pari passu basis and shall rank pari passu with the Syndicated Borrowings, Operating Borrowings, Term Borrowings and Permitted Swap Indebtedness, notwithstanding that they do not form part of the Syndicated Borrowings, Operating Borrowings and Term Borrowings. The Borrowers will not permit the aggregate of (i) Creditcard Obligations and (ii) all obligations of the U.S. Borrower under the Creditcard Facilities, to exceed (i) with respect to Creditcard Obligations denominated in Canadian Dollars, Cdn. $500,000, and (ii) with respect to with respect to Creditcard Obligations denominated in U.S. Dollars, U.S. $500,000 provided that breach by a Borrower of this limitation shall not have the result of any Creditcard Obligations becoming unsecured. 3.24 Cash Management Facilities 3.25 HASCAP Loan The HASCAP Lender has advanced the HASCAP Loan on and subject to the terms contained in notwithstanding that they do not form part of the Borrowings.

Any Cash Management Lender may provide Cash Management Services to any Loan Party from time to time. The parties agree that all obligations of a Loan Party with respect to Cash Management Services shall be secured by the Security on a pari passu basis and shall rank pari passu with the Borrowings and Permitted Swap Indebtedness, notwithstanding that they do not form part of the Borrowings. 4.1 Repayment and Reduction of Commitments

Schedule "O". The parties agree that all obligations of a Loan Party with respect to the HASCAP Loan shall be secured by the Security on a pari passu basis and shall rank pari passu with the Borrowings, Permitted Swap Indebtedness, Creditcard Obligations and obligations under Cash Management Services,

ARTICLE 4 REPAYMENT AND PREPAYMENT

• (a) Syndicated Facility. On the Maturity Date of each Syndicated Lender, the Borrowers shall repay all Syndicated Borrowings and all accrued and unpaid interest and fees then outstanding to such Lender and its Affiliates, and the Syndicated Facility Commitment of such Syndicated Lender shall be reduced to zero. The Borrowers shall ensure that SOFR Loans, Bankers' Acceptances and Letters of Credit made by, accepted by or issued on behalf of or for the account of such Lender mature on or prior to its Maturity Date.
• (b) Operating Facility. On the Maturity Date of the Operating Facility Lender, the Borrowers shall repay all Operating Borrowings, all Creditcard Obligations and all accrued and unpaid interest and fees then outstanding to such Lender and its Affiliates, and the Operating Facility Commitment of such Operating Lender shall be reduced to zero. The Borrowers shall ensure that Letters of Credit issued by such Lender mature on or prior to its Maturity Date. (c) Term Facility. Subject to the terms hereof, the Cdn. Borrower shall permanently repay the Borrowing under the Term Facility in the following amounts and on the following dates: (i) quarterly instalments payable on the last Business Day of each Fiscal Quarter in a principal amount equal to 5.00% of the Drawdown under the Term Facility in Schedule "P"; and
• • accordance with the schedule for repayment under the Term Facility set forth in

(ii) the remaining amount of the Borrowing under the Term Facility together with all accrued and unpaid interest and fees then outstanding to such Lender and its Affiliates under the Term Facility, on its Maturity Date.

such Lender mature on or prior to its Maturity Date.

The Cdn. Borrower shall ensure that SOFR Loans and Bankers' Acceptances made by (d) Repayment on Borrowing Base Shortfall. At any time when the Lender Outstandings exceed the amount of the Borrowing Base, the Borrowers shall, within 2 Business Days after notice from the Agent to do so, repay Borrowings in an amount sufficient to eliminate such excess.

• (e) Mandatory Prepayments of the Borrowing under the Term Facility. (i) Insurance Proceeds. The Cdn. Borrower shall, within five (5) Business Days of receipt of any Net Insurance/Condemnation Proceeds by a Loan Party relating to any expropriation, condemnation, destruction or other loss of the Assets, prepay (by payment to the Agent) the outstanding Borrowing under the Term Facility in an aggregate principal amount equal to 100% of such proceeds; provided that if the Cdn. Borrower shall deliver to the Agent a certificate of an officer of the Cdn. Borrower to the effect that the Cdn. Borrower intends to use such Net Insurance/Condemnation Proceeds (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Insurance/ Condemnation Proceeds, to replace the expropriated, condemned, destroyed or otherwise lost property, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this Section (e)4.1(e) in respect of such Net Insurance/Condemnation Proceeds (or the portion thereof specified in such certificate, if applicable) except to the extent of any such Net Insurance/Condemnation Proceeds that have not been so used by the end of such 180 day period or at the time of occurrence of any Event of Default, in each case at which time a prepayment shall be required in an amount equal to such unused Net Insurance/Condemnation Proceeds. (ii) Sale of Assets. The Cdn. Borrower shall repay the Borrowing under the Term Facility to the Agent concurrently with the closing of any sale or other disposition of any Assets or part thereof (other than Permitted Dispositions which are not otherwise required to be applied in mandatory prepayment of the Borrowing under the Term Facility) in an aggregate principal amount equal to 100% of the Net Sale Proceeds thereof which shall be applied by the Agent in mandatory prepayment of (iii) Debt Financing. The Cdn. Borrower shall, and shall cause any other Loan Party to, repay the Borrowing under the Term Facility in an aggregate principal amount equal to 100% of the Net Debt Proceeds of any debt financing or other issuance of Debt (excluding Permitted Debt) undertaken by a Loan Party concurrently with the closing of such debt financing or other issuance of Debt. (iv) Equity Financing. The Cdn. Borrower shall, and shall cause any other Loan Party

  • the outstanding Borrowing under the Term Facility.

  • to, repay the Borrowing under the Term Facility in an aggregate principal amount equal to 100% of the Net Equity Proceeds of any issuance of Equity Securities by a Loan Party concurrently with the closing of such issuance of Equity Securities; provided that if the Cdn. Borrower shall deliver to the Agent a certificate of an officer of the Cdn. Borrower to the effect that the Cdn. Borrower intends to use such Net Equity Proceeds (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Equity Proceeds, to finance Permitted Acquisitions, and certifying that no Default or Event of Default has occurred and is

continuing, then no prepayment shall be required pursuant to this Section 4.1(e)(iv) in respect of such Net Equity Proceeds (or the portion thereof specified in such certificate, if applicable) except to the extent of any such Net Equity Proceeds that have not been so used by the end of such 180 day period or at the time of occurrence of any Event of Default, in each case at which time a prepayment shall be required in an amount equal to such unused Net Equity Proceeds.

• (v) Consolidated Excess Cash Flow Amount. The Cdn. Borrower shall, and shall cause any other Loan Party to, repay the Borrowing under the Term Facility within (15) Business Days after the earlier of the date on which the Cdn. Borrower (a) delivers, or (b) is required to deliver, its annual Financial Statements to the Agent pursuant to Section 9.4(a), in an amount (if greater than zero) equal to the Consolidated Excess Cash Flow Amount. (vi) Application of Payments. Prepayments of the Borrowing under the Term Facility 4.2 Repayment of Borrowings Due to Exchange Rate Fluctuations If, due to exchange rate fluctuations, Borrowings (determined in Cdn. Dollars with all Borrowings (a) by more than 3% on a day other than a Drawdown Date, Conversion Date or Rollover Date, the same manner provided for in Section 10.4, or otherwise reduce a portion of such
  • pursuant to this Section 4.1(e) shall be applied to permanently prepay the scheduled repayments under the Term Facility in inverse order of maturity until the Borrowing under the Term Facility has been permanently repaid in full.

denominated in U.S. Dollars being converted to the Equivalent Amount of Cdn. Dollars) to any Lender are in excess of its Applicable Percentage of the Total Syndicated Facility Commitment, in the case of a Syndicated Lender, the Operating Facility Amount, in the case of the Operating Lender or the Total Term Facility Commitment, in the case of a Term Facility Lender: 4.3 Excess Cash in the same manner provided for in Section 10.4, or otherwise reduce a portion of the Borrowings, to the

• the Borrowers shall within five Business Days repay, or with respect to unmatured Bankers' Acceptances or undrawn Letters of Credit, deposit cash in a Cash Collateral Account in Borrowings, to the extent of the amount of such excess; or (b) by any amount on a Drawdown Date, Conversion Date or Rollover Date, the Borrowers (a) firstly, to permanently repay Term Borrowings in inverse order of maturity; and (b) secondly, to repay Syndicated Borrowings and Operating Borrowings without prejudice to
• shall, as part of such Drawdown, Conversion or Rollover reduce or eliminate such excess on such date.

If there is Excess Cash, the Borrowers shall within five Business Days, repay, or with respect to unmatured Bankers' Acceptances or undrawn Letters of Credit, deposit cash in a Cash Collateral Account full extent of the amount of Excess Cash:

• the right of the Borrowers to re-borrow such amounts on the terms and conditions set forth in this Agreement,

provided that to the extent Letters of Credit have been cash collateralized pursuant to this Section 4.3, the Cdn. Borrower may require the Agent to return such cash collateral to the extent that, on the date such cash is returned, the aggregate amount of cash, Cash Equivalents and investment grade securities held by the Cdn. Borrower on a consolidated basis is less than the amount required for it to be Excess Cash.

4.4 Prepayment in Respect of Bankers' Acceptances, SOFR Loans or Letters of Credit If, on any day on which voluntary prepayments are made pursuant to Section 3.15, or prepayments are required to be made under Section 4.2 or 4.3, the Borrowings then outstanding include SOFR Loans or Bankers' Acceptances in an amount such that the prepayment would require the Borrowers to be liable under the funding indemnity contained in Section 11.6 or to pay a Bankers' Acceptance or a Letter of Credit prior to its maturity or expiry date, that portion of the prepayment which would otherwise be applied against any such SOFR Loan, Bankers' Acceptance or LC Obligations may, at the option of the Cdn. Borrower, be paid to the Agent for deposit into a Cash Collateral Account in accordance with Section 10.4 and be applied against such SOFR Loan on the expiration of the SOFR Interest Period applicable thereto, or to such Bankers' Acceptance on its maturity date, or to such LC Obligations upon any drawing under such Letter of Credit. Interest earned on such amounts while on deposit in a Cash Collateral Account shall be paid to applicable Borrower if no Default or Event of Default has occurred and is continuing after the payment of the amounts required pursuant to Section 4.2 or 4.3, if any. 4.5 Cancellation of Commitment and Prepayment cancel all of the Total Commitment or any portion thereof in a minimum amount of Cdn. $1,000,000 and whole multiples of Cdn. $1,000,000 thereafter; provided that on or prior to the last day of such notice period (a) Application to Facility: identified in writing the amount of reduction to be applicable to (b) Prepaid Borrowings: prepaid or otherwise reduced Borrowings outstanding to each Commitment, the Operating Facility Commitment or the Term Facility Commitment, as

The Cdn. Borrower may, without penalty or premium, at any time during the term of this Agreement, upon at least five Business Days' prior written notice to the Agent and the Operating Lender, as applicable, the Cdn. Borrower has:

• the Syndicated Facility Commitment, the Operating Facility Commitment and Term Facility Commitment;
• Lender in an amount equal to the amount by which Borrowings outstanding to such Lender would otherwise be in excess of its Applicable Percentage of the Total Syndicated Facility applicable, immediately after the reduction of the Commitments provided for in such notice; and (c) Paid Interest: paid all accrued interest and other charges and fees in respect of the 4.6 Early Repayment of SOFR Loans, Letters of Credit and Bankers' Acceptances
  • Borrowings being repaid or reduced as aforesaid.

Any such notice of cancellation is irrevocable and the amount of the Commitment of each Lender so cancelled and reduced may not be reinstated hereunder. For certainty, any partial cancellation under the Syndicated Facility or Term Facility shall be applied pro rata amongst the Syndicated Facility Commitments of the Syndicated Lenders or the Term Facility Commitments of the Term Facility Lenders (as applicable).

The Borrowers shall not cancel all or any portion of the Commitment of any Lender pursuant to Section 4.5 if the Borrowings required to be repaid to such Lender as a result thereof include Letters of Credit with an expiry date falling subsequent to the date of such cancellation, SOFR Loans with an SOFR Interest Period falling subsequent to the date of such cancellation or Bankers' Acceptances accepted by such Lender with a maturity date falling subsequent to the date of such cancellation unless, on the date of such cancellation, the Borrowers have paid to the Agent at the Agent's Account for Payments, for the account of such Lender (a) in respect of SOFR Loans, the amount required to be paid pursuant to Section 11.6, (b) in respect of Letters of Credit, the undrawn amount thereof, and (c) in respect of Bankers' Acceptances, the face amount thereof, in each case any such amounts which remain on deposit in a Cash

Collateral Account after payment of any amounts required to be paid hereunder shall be paid to the Borrowers if no Default or Event of Default had then occurred and is continuing.

4.7 Evidence of Indebtedness Each of the Agent and the Operating Lender, as applicable, shall open and maintain accounts and records on the books of the Agent at the Agent's Branch of Account and on the books of the Operating Lender at the Operating Lender's Branch of Account evidencing the Syndicated Borrowings, Operating Borrowings and Term Borrowings, respectively, and other amounts owing by the Borrowers to the Lenders under this Agreement. The Agent and the Operating Lender, as applicable, shall debit therefrom the amount of such Syndicated Borrowings, Operating Borrowings and Term Borrowings, respectively, and shall enter therein each payment of principal of and interest on the applicable Borrowings and fees and other amounts payable pursuant to this Agreement and shall record the Bankers' Acceptances purchased by the Lenders and the Letters of Credit issued by the Operating Lender and all other amounts becoming due to the Agent and each Lender under this Agreement. The accounts and records of the Agent and the Operating Lender, as applicable, so kept shall constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrowers to the Agent, the Operating Lender and each other Lender pursuant to this Agreement, the date each such Lender made each Borrowing available to the Borrowers and the amounts the Borrowers have paid from time to time on account of the principal and interest on the Borrowings, fees payable pursuant to this Agreement and other amounts owing hereunder. 5.1 Interest on Prime Loans change in the Prime Rate or the Applicable Margin will simultaneously cause a corresponding change in

ARTICLE 5 PAYMENT OF INTEREST AND FEES

Each Borrower shall pay interest in Canadian Dollars on each Prime Loan made by each Lender to it at the Agent's Account for Payments, in the case of the Syndicated Facility and the Term Facility, and at the Operating Lender's Account for Payments, in the case of the Operating Facility, in each case at a rate per 365 days equal to the Prime Rate plus the Applicable Margin applicable to such Prime Loan. A the interest payable on each Prime Loan. Such interest shall accrue daily based on the Prime Rate and Applicable Margin in effect on each day and is payable monthly in arrears on each Interest Date for the period commencing on and including the immediately prior Interest Date up to but not including the Interest Date on which such interest is to be paid and shall be calculated on a daily basis and on the basis of the actual number of days elapsed in a year of 365 days. The annual rates of interest to which the rates determined in accordance with the foregoing provisions of this Section 5.1 are equivalent, are the rates so determined multiplied by the actual number of days in the relevant calendar year and divided by 365. 5.2 Interest on U.S. Base Rate Loans

Each Borrower shall pay interest in U.S. Dollars on each U.S. Base Rate Loan made by each Lender to it at the Agent's Account for Payments, in the case of the Syndicated Facility and the Term Facility, and at the Operating Lender's Account for Payments, in the case of the Operating Facility, at a rate per 365 day period equal to the U.S. Base Rate plus the Applicable Margin applicable to such U.S. Base Rate Loan. A change in the U.S. Base Rate or the Applicable Margin will simultaneously cause a corresponding change in the interest payable on each U.S. Base Rate Loan. Such interest shall accrue daily based on the U.S. Base Rate and Applicable Margin in effect on each day and is payable monthly in arrears on each Interest Date for the period commencing on and including the immediately prior Interest Date up to but not including the Interest Date on which such interest is to be paid and shall be calculated on a daily basis and on the basis of the actual number of days elapsed in a year of 365 days. The annual rates of interest to which the rates determined in accordance with the foregoing provisions of this Section 5.2 are equivalent, are the rates so determined multiplied by the actual number of days in the relevant calendar year and divided by 365.

5.3 Interest on SOFR Loans Each Borrower shall pay interest in U.S. Dollars on each SOFR Loan made by each Lender to it at the Agent's Account for Payments, in the case of the Syndicated Facility and Term Facility for the period commencing on and including the first day of the SOFR Interest Period applicable to such SOFR Loan up to but not including the last day of such SOFR Interest Period at a rate equal to the sum of Adjusted Term SOFR plus the Applicable Margin applicable to such SOFR Loan and which is in effect on the first day of the SOFR Interest Period applicable to such SOFR Loan. A change in the Applicable Margin will simultaneously cause a corresponding change in the interest payable on each SOFR Loan. Such interest shall accrue daily based on Adjusted Term SOFR and the Applicable Margin in effect on each day and is payable on the last day of the SOFR Interest Period applicable to such SOFR Loan and shall be calculated on a daily basis and on the basis of the actual number of days elapsed in the period for which such interest is payable (including the first day of such period but excluding the date on which such interest is payable) divided by 360. The annual rates of interest to which the rates determined in accordance with the foregoing provisions of this Section 5.3 are equivalent, are the rates so determined multiplied by the actual number of days in the relevant calendar year and divided by 360. 5.4 Bankers' Acceptance Fees Each Borrower shall pay acceptance fees in Canadian Dollars at the Agent's Account for Payments Agent, pursuant to this Section 5.4 shall be paid in the manner specified in Section 3.7. All fees payable pursuant to this Section 5.4 on any date in respect of any issuance of Bankers' Acceptances shall be

forthwith upon the acceptance by each Lender of each Bankers' Acceptance issued by it at a rate per 365 day period equal to the BA Acceptance Fee applicable to and in effect on the date of acceptance of such Bankers' Acceptance calculated on the face amount of such Bankers' Acceptance and on the basis of the number of days in the term of such Bankers' Acceptance divided by 365. Acceptance fees payable to the calculated by the Agent and be payable by the Borrowers based on the BA Acceptance Fee in effect on such date (and taking into account such issuance), provided that if during the term of any such Bankers' Acceptance a change in the BA Acceptance Fee occurs, the fees paid by the Borrowers in respect of such Bankers' Acceptance shall be adjusted, effective upon the change in the BA Acceptance Fee occurring, to reflect the BA Acceptance Fee for the remaining term (if any) of the Bankers' Acceptance, and the Borrowers, in the case of an increase in the BA Acceptance Fee, shall no later than three Business Days after receipt of a notice from the Agent, make such payments to the Agent at the Agent's Account for Payments for the account of each Applicable Lender as are necessary to reflect such change, and each Applicable Lender, in the case of a decrease in the BA Acceptance Fee, shall credit any amount which would otherwise be refundable to the applicable Borrower against amounts in respect of interest or fees accruing hereunder in relation to the Borrowers. 5.5 Letter of Credit Fees (a) Fronted Letters of Credit: In consideration of each Lender's commitment to be liable for

its Applicable Percentage of Fronted Letters of Credit under this Agreement, the Borrowers shall pay to the Agent, for the rateable account of each Lender (in proportion to such Lender's share of the undrawn and unexpired amounts of all outstanding Letters of Credit issued for its account), a fee equal to the Letter of Credit Fee then in effect on the date of payment of such fee. Such Letter of Credit Fees shall be payable quarterly in arrears on the third Business Day of each calendar quarter commencing in the calendar quarter in which the applicable Letter of Credit was issued (and, as to each Lender, on the Maturity Date applicable to such Lender, as applicable) and shall be calculated based on the number of days during which any such Letter of Credit was outstanding during any such calendar quarter (the "Fronted LC Payment Period") divided by 365 and shall be paid in the currency in which such Fronted Letter of Credit is denominated. Letter of Credit Fees shall be calculated on the basis of the daily maximum undrawn amount of such Fronted Letter of Credit outstanding during each Fronted LC Payment Period.

(b) Fronting Fees: In consideration of a Fronting Lender agreeing to issue Fronted Letters of Credit under this Agreement, the Borrowers shall pay a fronting fee (the "Fronting Fee") in Canadian Dollars or U.S. Dollars, as applicable, directly to the Fronting Lender quarterly in arrears on the third Business Day of each calendar quarter, pursuant to the written agreements between each Fronting Lender and the applicable Borrower, at a rate per 365 day period equal to the Fronting Fee Rate applicable thereto calculated on the face amount of such Fronted Letter of Credit issued for its account and on the basis of the number of days in the term of such Fronted Letter of Credit divided by 365. Such Fronting Fee shall also be payable in respect of any renewal (including auto-renewal) or extension of a Fronted Letter of Credit. If Fronting Fees are overpaid due to a Fronted Letter of Credit being returned to the Fronting Lender undrawn prior to its original expiry date, or due to a Fronted Letter of Credit being drawn upon prior to its original expiry date, the Fronting Lender shall refund such overpayment to the applicable Borrower (or if an Event of Default then exists, the Fronting Lender (if not the Agent) shall pay such amount to the Agent for credit to outstanding Obligations). 5.6 Creditcard and Cash Management Fees 5.7 Interest on Overdue Amounts

The Borrowers shall pay fees to the Creditcard Lenders in respect of Creditcard Facilities, and to the Cash Management Lenders in respect of Cash Management Services, as provided in the agreements entered into by it or any other Loan Party in connection therewith.

Notwithstanding any other provision hereof, in the event that any amount due hereunder (including any interest payment) is not paid when due (whether by acceleration or otherwise), each Borrower from whom such amount is due shall and hereby agrees to pay to the Applicable Lenders interest on such unpaid amount (including interest on interest), if and to the fullest extent permitted by Applicable Laws, from the date that such amount is due until the date that such amount is paid in full (but excluding the date of such payment if the payment is made before 11:00 a.m. Calgary time), and such interest shall accrue daily, be calculated and compounded on the last Business Day of each calendar month and be payable in the currency of the relevant Borrowing on demand, as well after as before maturity, default and judgment, at a rate per annum that is equal to: if such amount is payable in Canadian Dollars, the interest rate applicable to Prime Loans outstanding plus the Applicable Margin plus per annum; and if such amount is payable in U.S. Dollars, the interest applicable to U.S. Base Rate Loans then outstanding plus the Applicable Margin plus per annum. 5.8 Agent's Fees Account for Payments, in an amount set forth in a separate fee letter entered into between the Agent and

• outstanding from time to time hereunder whether or not any Prime Loans are then
• outstanding from time to time hereunder whether or not any U.S. Base Rate Loans are

The Borrowers hereby waive, to the fullest extent it may do so under Applicable Laws, any provisions of Applicable Laws, including specifically the Interest Act (Canada) or the Judgment Interest Act (Alberta), which may be inconsistent with this Agreement.

The Borrowers shall pay an agency fee to the Agent (for the Agent's sole account) at the Agent's the Cdn. Borrower, and payable on the Effective Date and on each annual anniversary of the Effective Date and such fees shall, for purposes of this Agreement, be deemed to be Obligations payable pursuant to this Agreement.

5.9 Upfront Fees The Borrowers shall pay to ATB in its various capacities certain arrangement and other fees as detailed in separate fee letters entered into between ATB and the Borrowers (among others, as applicable) including: (i) an arrangement fee to ATB in its capacity as Agent for and on behalf of the Lenders; and (ii) upfront fees fee payable to one or more of the Lenders and such fees shall, for purposes of this Agreement, be deemed to be Obligations payable pursuant to this Agreement. 5.10 Maximum Rate Permitted by Law No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate 5.11 Interest Generally

permitted by Applicable Laws. In the event any such interest or fee exceeds such maximum rate, such interest or fee shall be reduced or refunded, as the case may be, so as to be payable at the highest rate recoverable under Applicable Laws.

The theory of deemed reinvestment shall not apply to the calculation of interest or payment of fees or other amounts hereunder, notwithstanding anything contained in this Agreement or in any other Loan Document now or hereafter granted to or taken by the Agent or any Lender and all interest and fees payable by the Borrowers to a Lender shall accrue from day to day and be computed as described herein in accordance with the "nominal rate" method of interest calculation. 5.12 Standby Fees

Until the Maturity Date of each Lender, the Cdn. Borrower shall pay standby fees to the Agent on behalf of each Syndicated Lender and to the Operating Lender calculated quarterly in arrears to and including the last day of each calendar quarter commencing on and including the Effective Date, and payable on the third Business Day following each such calendar quarter and on the Maturity Date of each such Lender. Each payment of standby fees shall be calculated for the period commencing on and including the Effective Date or the last date on which such standby fees were payable hereunder, as the case may be, up to and including the last day of the calendar quarter for which such standby fees are to be paid or the Maturity Date applicable to such Lender (whichever is earlier) and shall be in an amount equal to the Standby Fee Rate in effect on each day during such period of calculation multiplied by the difference, if positive, obtained by subtracting the Syndicated Borrowings or the Operating Borrowings, as applicable, outstanding from such Lender for each day in the period of the calculation, from the amount of such Lender's Commitment, in effect on each such day. Such standby fees shall be calculated on a daily basis and on the basis of a 365 day year. For purposes of calculating standby fees payable pursuant to this Section 5.12, the amount of Borrowings outstanding from time to time shall be determined in Canadian Dollars with all Borrowings denominated in U.S. Dollars being converted to the Equivalent Amount of Canadian Dollars on the first Business Day of each calendar month for any calculation with respect to each month in the calculation period. 5.13 Interest and Fee Adjustment In the event of a change in the Applicable Margin and Standby Fee Rate as a result of a change in permitted by Section 9.4(c), then such change in the Applicable Margin and Standby Fee Rate shall become

the Consolidated Funded Debt to Consolidated EBITDA Ratio, such change shall become effective on the day on which the Cdn. Borrower delivers a Compliance Certificate in accordance with the requirements hereof evidencing such change in the Consolidated Funded Debt to Consolidated EBITDA Ratio, or, if the Cdn. Borrower has not delivered a Compliance Certificate as required by the terms hereof within the time effective on the latest date permitted hereunder for delivery of such Compliance Certificate and the Applicable Margin and Standby Fee Rate shall be based on the highest rate in the table in the definition of Applicable Margin for the period from the latest date permitted hereunder for delivery of such Compliance Certificate until the date of delivery thereof.

ARTICLE 6 SECURITY

6.1 Security To secure the payment and performance of all Obligations of the Borrowers under the Loan Documents, the Borrowers shall execute and deliver, shall cause to be executed and delivered or have previously delivered (as applicable), the following documents each in form and substance satisfactory to the Agent, acting reasonably (collectively called, together with all other security documents, agreements and assurances required to be delivered by any Loan Party to the Agent or the Collateral Agent pursuant to this Article 6, the "Security"): (a) a $250,000,000 fixed and floating charge debenture and negative pledge from the Cdn. (b) a deposit agreement by the Cdn. Borrower in favour of the Collateral Agent with respect to (c) a U.S. Security Agreement by the U.S. Borrower; (d) an unlimited liability Subsidiary Guarantee of each Material Subsidiary; (e) a $250,000,000 fixed and floating charge debenture and negative pledge from each

• Borrower in favour of the Collateral Agent creating a Security Interest over all of its present and after acquired personal property and a floating charge on all of its present and after acquired real property; (f) a deposit agreement from each Material Subsidiary that carries on business or owns

• the debenture referred to in paragraph 6.1(a) above;

• Material Subsidiary, in favour of the Collateral Agent creating a Security Interest over all of its present and after acquired personal property and a floating charge on all of its present and after acquired real property;

• Assets in Canada in favour of the Collateral Agent in respect of its Debenture in Section 6.1(e);

• (g) in respect of each Material Subsidiary that carries on business or owns Assets in a jurisdiction outside of Canada in which security of the nature described in paragraph (e) above is ineffective or inappropriate to create valid Security Interests in such Assets, such Loan Party shall deliver a U.S. Security Agreement or other security over its Assets equivalent, as nearly as possible (but subject to Section 6.4 below) to the security described in paragraph (a) above; (h) a specific assignment by each Loan Party of the Material Contracts to it is a party, along (i) a deposit account control agreement with any non-Canadian financial institutions with (j) if a Borrower intends to transact Lender Swaps, obtain Creditcard Facilities or request (k) if any Material Subsidiary intends to transact Lender Swaps, obtain Creditcard Facilities or

• with any third party consent and acknowledgement agreements, as may be requested by the Agent;

• whom a Borrower or Material Subsidiary maintains deposits, as may be requested by the Agent;

• Cash Management Services, an unlimited liability Guarantee from other Borrower in favour of the Agent with respect to the obligations of such Borrower under or in respect of Lender Swaps, Creditcard Facilities or Cash Management Services; and

• request Cash Management Services, an unlimited liability Guarantee from the Borrowers

in favour of the Agent with respect to the obligations of each such Material Subsidiary under or in respect of Lender Swaps, Creditcard Facilities or Cash Management Services.

The Security Interests created by the Security shall rank as first priority Security Interests over all Assets of each such Loan Party, subject to Permitted Encumbrances.

6.2 Form of Security Without limiting the foregoing, the Security shall be in such form or forms as required by the Agent, acting reasonably. Should the Agent determine at any time and from time to time that the form and nature of the then existing Security is deficient in any way or does not fully provide the Agent, the Collateral Agent, the Lenders, the Swap Lenders, the Cash Management Lenders and the Creditcard Lenders with the Security Interests and priority to which each is entitled hereunder, the Borrowers will forthwith execute and deliver or cause to be executed and delivered to the Collateral Agent, at the Borrowers' expense, such amendments to the Security or provide such new security as the Agent may reasonably request. 6.3 Subsidiary Guarantees and Subsidiary Security (a) an unlimited liability Subsidiary Guarantee of such Material Subsidiary with respect to the (b) in respect of each Material Subsidiary that carries on business or owns Assets in Canada, (c) a deposit agreement of such Material Subsidiary in favour of the Collateral Agent in respect

Forthwith upon a Subsidiary becoming a Material Subsidiary (and in any event within 20 Business Days thereof), and to secure the payment and performance of all obligations of such Material Subsidiary under the Loan Documents to which it is a party, the Borrowers shall cause it to execute and deliver the following Security:

• Obligations,
• a $250,000,000 floating charge debenture and negative pledge in favour of the Collateral Agent creating a Security Interest over all of its present and after acquired personal property and a floating charge on all of its present and after acquired real property;
• of the Debenture in Section 6.3(b);
• (d) in respect of each Material Subsidiary that carries on business or owns Assets in a jurisdiction outside of Canada in which security of the nature described above is ineffective or inappropriate to create valid Security Interests in such Assets, a U.S. Security Agreement or such other security over its Assets equivalent, as nearly as possible to the security described in paragraph (b) above; (e) a specific assignment of any Material Contracts to which it is party, along with any third (f) a deposit account control agreement with any non-Canadian financial institutions with (g) if such Material Subsidiary intends to transact Lender Swaps, obtain Creditcard Facilities together with certified copies of constating documents and resolutions, a certificate of incumbency, a legal
  • party consent and acknowledgement agreements as may be requested by the Agent;
  • whom such Material Subsidiary maintains deposits, as may be requested by the Agent; and
  • or request Cash Management Services, an unlimited liability guarantee from the Borrowers with respect to the obligations of such Material Subsidiary to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders (as applicable) thereunder;

opinion of outside counsel with respect to the Material Subsidiary and the Security provided by it and such

other documents as the Agent may reasonably require, with such changes as may be approved by the Agent, acting reasonably.

The Security Interests created by the aforesaid Security shall rank as first priority Security Interests over all Assets of each such Loan Party, subject to Permitted Encumbrances.

6.4 EDC Insurance Prior to including EDC A/R in the calculation of the Borrowing Base, the Borrowers shall grant an assignment of all Export Development Canada insurance in favour of the Agent, the Lenders and the Swap Lenders, in form and substance satisfactory to the Agent.

• 6.5 Required Fixed Charges; Registrations (a) Fixed Charges; Registrations and Registration Exceptions: The Borrowers shall, and shall cause each other Loan Party to, at the Borrowers' sole cost and expense, do all such commercially reasonable acts, execute all such instruments and provide such further assurances as the Agent may reasonably request from time to time to ensure that the priority of the Security Interests created by all of the Security is duly protected and perfected by registration, filing or recordation of such Security or a caution, caveat, security notice or other appropriate instrument at all offices where necessary or of advantage to the protection or perfection thereof and to cooperate with the Agent and the Agent's counsel in renewing or refiling any registration, filing or recordation required hereby in order to preserve, protect and maintain the priority of such Security Interests, from time to time, provided that until a determination has been made by the Required Lenders to require fixed charges pursuant to Section 6.5(b): (i) the Agent will not require any Loan Party to provide any fixed charges on any of (ii) the Agent will not file any serial number registrations against any motor vehicles or (b) Specific Land Security and Registrations: If the Agent, acting at the direction of the

  • its real property, nor file any registrations of the Security Interests created by the Security against any specific land titles to any such real property; and
  • other personal property forming part of the Collateral in respect of which serial number registrations are contemplated by the Applicable Laws of the jurisdiction in which such Collateral is located, and will not require the Loan Parties to deliver any original certificates of title in respect of such Collateral, or have the charges reflected therein.
  • Required Lenders, provides notice to the Cdn. Borrower under this Section 6.5(b) (which the Required Lenders may give at any time in their sole discretion, whether or not a Default or an Event of Default exists, and whether or not or an event, circumstance or condition exists which has had or may have a Material Adverse Effect), then at the Borrowers' sole cost and expense, the Loan Parties or any of them, as the Agent may designate, shall forthwith (and in any event within 10 Business Days after receipt of such notice) provide fixed charges on their real property or any of it, as the Agent may designate, and shall effect any or all such registrations, filings and recordings, including the filing of specific fixed charge registrations at any applicable land registry office or other applicable Governmental Authority and the filing of serial number registrations, as the Agent may determine to be necessary or of advantage to the protection or perfection of the Security Interests created by the Security; and the Cdn. Borrower shall, and shall cause each other Loan Party to, do all such other commercially reasonable acts, provide such information, execute all such instruments (including supplemental instruments creating specific fixed charges over any Collateral designated by the Agent) and provide such further assurances as the Agent may require to promptly effect all such registrations, filings and recordings.

• (c) Property Listing: Within three Business Days of a request by the Agent under Section 6.5(b), the Cdn. Borrower shall deliver to the Agent a Real Property Listing and a listing of serial number goods, supplemented, to the extent required by the Agent, with any further information required in order to permit the Agent to effect the registrations, filings and recordings contemplated by Section 6.5(b).

• (d) Agent May Effect Registrations: The Agent may, at the Borrowers' sole cost and expense, effect any or all such registrations, filings and recordings should any Loan Party fail to do so forthwith upon the Agent's request as aforesaid.

• (e) Illegality: If any Lender determines, acting reasonably, that any Applicable Laws has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Security Interest over real property pursuant to any law of the United States or any State thereof, such Lender may notify the Agent of that determination and disclaim any benefit of such Security Interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate or render unenforceable such Security Interest for the benefit of any other Lender. 6.6 Security Effective Notwithstanding Date of Advance 6.7 Extensions, Etc.

The Security Interests constituted by the Security shall be effective against the Loan Parties, and the Security Interests in any Security shall be continuing, whether any of the Accommodations hereunder are utilized before or after or at the same time as the creation of any such Security Interests or before or after or upon the date of execution of this Agreement, and shall not be affected by the Lender Outstandings hereunder fluctuating from time to time or the accounts established by the Lenders ceasing to be in debit balance. 6.8 Notice of Name Change 6.9 No Merger

The Lenders may directly, or through the Agent or other duly authorized representatives, grant extensions, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with any Loan Party or any other Persons, sureties or securities as the Lenders, in their sole discretion, may see fit, all without prejudice to the liability of any Loan Party under the Loan Documents or the rights of the Lenders under the Loan Documents.

The Cdn. Borrower shall notify the Agent of any details, as soon as available, of any proposal to change its name or the name of any other Loan Party or the location of its chief executive office, and in any event not less than 10 Business Days prior to any such change.

The taking of any Security Interest as provided under any Loan Document shall not operate by way of merger of any of the obligations of the Loan Parties under this Agreement or any other Loan Document, or of any Security Interest, guarantee, indemnity, contract, promissory note, bill of exchange or security in any other form, whether or not similar to the foregoing, and no judgment recovered by the Agent or a Lender shall operate by way of merger or in any way affect the Security Interest provided for in the Loan Documents, which shall be in addition to and not in substitution for any other Security Interest now or hereafter held by the Agent or a Lender or the Collateral Agent whether for Obligations hereunder or under any Loan Document. For greater certainty, no judgment recovered by the Agent or a Lender shall operate by way of merger or in any way affect the obligation of the Borrowers to pay interest, fees and other amounts at the rates, times and manner as provided in this Agreement.

6.10 Further Assurances Security The Borrowers shall, forthwith and from time to time on the reasonable request of the Agent, grant and shall cause each other Loan Party to grant to the Agent or the Collateral Agent on behalf of the Lenders, the Swap Lenders and Creditcard Lenders all such further rights and Security Interests necessary or of advantage to the Agent to permit it to operate or realize upon the Assets in a liquidation of assets or as a going concern following the occurrence of an Event of Default. In addition, the Borrowers shall, and shall cause each other Loan Party to forthwith and from time to time on the reasonable request of the Agent, execute and do or cause to be executed and done all assurances and things which in the opinion of the Agent may be necessary or of advantage to give the Agent, the Collateral Agent, the Lenders, the Swap Lenders and the Creditcard Lenders the Security Interests and the priority intended to be created by the Security. 6.11 Release of Security on Termination of Facilities 6.12 Permitted Encumbrances and Permitted Debt

The Lenders, the Creditcard Lenders, the Cash Management Lenders and the Swap Lenders hereby authorize the Collateral Agent, and the Collateral Agent hereby agrees, to discharge the Security at the Borrowers' sole cost and expense, forthwith after all of the Obligations have been unconditionally and irrevocably paid or performed in full and the Facilities and all Lender Swaps have been terminated or collateralized to the satisfaction of the Agent and the Lenders.

Notwithstanding that a Loan Party is permitted to create or suffer to exist any Permitted Encumbrance or Permitted Debt, except to the extent a subordination or postponement is provided by the Agent pursuant to Section 12.10, nothing herein contained shall in any manner, nor in any cause or proceeding, directly or indirectly, be taken to constitute a subordination of any Security Interest created pursuant to the Loan Documents to any Permitted Encumbrance or to any other Security Interest or other obligation whatsoever, or that the Obligations are in any way subordinate or junior in right of payment to any Permitted Debt. 6.13 Existing Security

The Borrowers hereby acknowledge and agree that, notwithstanding anything contained in this Agreement, all Security previously granted by the Borrowers to the Collateral Agent for the benefit of Agent and the Lenders, the Creditcard Lenders, the Cash Management Lenders and the Swap Lenders in connection with the Existing Credit Agreement continues in full force and effect, without in any way impairing or derogating from any of the mortgages, pledged, charges, assignments, other Security Interests and covenants therein contained or thereby constituted, as continuing security for the Obligations. The Borrowers acknowledge and agree that the Collateral Agent, the Agent, the Lenders, the Creditcard Lenders, the Cash Management Lenders and the Swap Lenders are relying on this Section 6.13 in connection with each such parties' commitments under this Agreement and further acknowledge and agree that references in the Security to the "Credit Agreement" shall include this Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to time. 7.1 Time, Place and Currency of Payment this Agreement shall be paid in the currency in which it is due for value at or before 11:00 a.m. (Calgary

ARTICLE 7 PAYMENT AND TAXES

Payments of principal, interest, fees and all other amounts payable by the Borrowers pursuant to time) on the day such payment is due. If any such day is not a Business Day, such amount shall be deemed for all purposes of this Agreement to be due on the Business Day next following such day and any such extension of time shall be included in the computation of the payment of any interest or fees payable under

this Agreement. All payments in respect of the Syndicated Facility and Term Facility shall be made at the Agent's Account for Payments and all payments made in respect of the Operating Facility shall be made at the Operating Lender's Account for Payments.

7.2 Application of Payments Except as otherwise agreed to by all of the Lenders in their sole discretion, all payments made by or on behalf of the Borrowers pursuant to this Agreement, so long as no Default or Event of Default has occurred and is continuing shall be applied by the Agent rateably among the Lenders and the Agent in accordance with amounts owed to the Lenders and the Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category: (a) Agent's Fees: firstly, in payment of any amounts due and payable as Agent's fees referred to in Section 5.8; (b) Expenses: secondly, in payment of any amounts due and payable as and by way of (c) Standby Fees: thirdly, in payment of any amounts due and payable as and by way of the standby fees referred to in Section 5.12; (d) Interest and Fees: fourthly, in payment of any amounts due and payable as and by way of interest pursuant to Sections 5.1, 5.2 and 5.3, fees pursuant to Sections 5.4, 5.5 and 5.6, and interest on overdue amounts pursuant to Section 5.7; and (e) Other Amounts (other than Borrowings): fifthly, in payment of any amounts (other than Section 7.2;

• recoverable expenses hereunder or under any Loan Document if the Borrowers have failed to pay such expenses when required hereunder or thereunder;

• Borrowings and Creditcard Obligations) then due and payable by the Borrowers hereunder or under any Loan Document other than amounts hereinbefore referred to in this

with the balance to be applied, firstly, to repay or otherwise reduce Borrowings and Creditcard Obligations then due and payable so that the Borrowings outstanding hereunder to each Lender will to the extent possible, be in the same proportion as its Applicable Percentage; and secondly to repay the HASCAP Loan.

7.3 Account Debit Authorization The Borrowers authorize and direct the Agent and the Operating Lender, as applicable, in its discretion, to automatically debit, by mechanical, electronic or manual means, the bank accounts of the Borrowers maintained with ATB (for so long as ATB is Agent and Operating Lender hereunder) for all amounts payable under the Loan Documents including in respect of principal, interest and fees payable under this Agreement and recoverable expenses due and payable hereunder or under any Loan Document. 8.1 Effectiveness and Conditions Precedent (a) No Default: as of the Effective Date, there shall exist no Default or Event of Default and

ARTICLE 8 CONDITIONS PRECEDENT TO DISBURSEMENT OF ACCOMMODATIONS

This Agreement shall become effective at such time as the following conditions precedent have been satisfied:

the Agent shall have received a certificate from the Cdn. Borrower certifying the same;

• (b) Representations and Warranties True: the representations and warranties contained in Section 2.1 shall be true and correct as of the Effective Date and the Agent shall have received a certificate from the Cdn. Borrower certifying the same; (c) Receipt of Documentation: the Agent shall have received the following, in form and
• substance satisfactory to the Agent:
• (i) a duly executed original of this Agreement; (ii) duly executed originals of the Security (to the extent not already delivered) as required pursuant to Section 6.1 including evidence of the registration of the Security as required hereunder; (iii) a certificate of status or comparable document in respect of each Loan Party (iv) a certified copy of the constating documents of each Loan Party certified as of the (v) a certified copy of directors' or members' (as applicable) resolutions of each Loan
  • issued under the laws of its jurisdiction of incorporation, amalgamation or formation;
  • Effective Date;
  • Party with respect to the Loan Documents to which it is a party, certified as of the Effective Date;
• (vi) a certificate as to general corporate, partnership or member information, as applicable, and other matters for each Loan Party, which shall contain a statement of the names of the officers and directors of the Loan Parties and the specimen signature of any senior officer of a Loan Party who will execute and deliver the Loan Documents to the Agent; (vii) evidence of insurance as required by Section 9.2(g), including an insurance (viii) a certificate of each Loan Party setting forth specimen signatures of the individuals

  • certificate listing the Agent as additional insured and first loss payee;

  • who will be executing the Loan Documents on its behalf;

  • (ix) a copy of the Specified Equity Purchase Agreement and any other Specified Purchase Transaction Documents required by the Lenders, together with all amendments, supplements, waivers or other modifications thereto, in each case certified as true, correct and complete, and such amendments, supplements, waivers or other modifications thereto shall be in form and substance reasonably acceptable to Agent; (x) a Borrowing Notice with respect to the Accommodation under the Credit Facilities dated as of the Effective Date, completed and signed by the Cdn. Borrower and (xi) a direction to pay including flow of funds to be advanced under the Credit Facilities (xii) a duly executed Environmental Certificate of the Cdn. Borrower; (xiii) a Compliance Certificate of the Cdn. Borrower giving pro forma effect to the

  • delivered to the Agent no later than two Business Days prior to the Effective Date;

  • on the Effective Date;

  • Specified Purchase Transaction and demonstrating that upon completion of the

Specified Purchase Transaction, the Consolidated Funded Debt to Consolidated EBITDA Ratio will not exceed 2.00;1.00;

• Specified Purchase Transaction;
• (xiv) a Borrowing Base Certificate of the Cdn. Borrower giving pro forma effect to the (xv) evidence that concurrent with the Borrowings under the Credit Facilities on the Effective Date, the Loan Parties shall have no Debt other than Permitted Debt and that all Security Interests granted by the Loan Parties shall be released and discharged other than Permitted Encumbrances; (xvi) evidence that the Cdn. Borrower has sufficient funds to pay the purchase price of the Specified Purchase Transaction from (i) the proceeds of the Term Facility, (ii) rolled over equity of the management team of the Specified Target, and (iii) any
• other source, if needed, that is acceptable to the Lenders;
• (xvii) not less than three (3) years of consolidated financial statements of the Loan Parties and the Specified Target, the most current management prepared interim consolidated financial statements and a consolidated financial forecast including a balance sheet, income statement and statement of cash flows, detailed capital and operating expenditure budget and financial covenant calculations prepared on a quarterly basis for the period to the Maturity Date and after giving effect to the Borrowing of the Credit Facilities on the Effective Date; (xviii) satisfactory review of the pro forma balance sheet of the Cdn. Borrower on a (xix) satisfactory completion by the Agent and the Lenders of its due diligence in respect (xx) evidence of the receipt by the Loan Parties of all necessary Governmental Actions Authority or other Person for the entry into, execution and delivery of: (A) the Loan (xxi) opinions of DS Burstall LLP, counsel to the Loan Parties, and of Gordon Lusky
• consolidated basis as at the Effective Date and giving pro forma effect to the Specified Purchase Transaction;
• of the Loan Parties, including any environmental, litigation, organizational or financial matters, and a review of the Material Contracts;
• and other necessary consents and approvals required from any Governmental Documents and the performance of their obligations thereunder; and (B) the Specified Purchase Transaction; (xxii) an opinion of Cassels Brock and Blackwell LLP, counsel to the Agent and the (xxiii) such other documents and documentation which the Agent may reasonably
• LLP, counsel to the U.S. Borrower, addressed to the Agent and each Lender, relating to, inter alia, the existence of the Loan Parties and the authorization, execution, delivery and enforceability of this Agreement, in form and substance satisfactory to the Agent;
• Lenders, addressed to the Agent and each Lender, in form and substance satisfactory to the Agent; and
• request;
• (d) Due Diligence. The Lenders shall have completed and be satisfied with the results of their financial, business, accounting, tax, environmental legal and other due diligence with respect to the Specified Purchase Transaction including, without limitation, the corporate, capital, tax, legal and management structure, and shall be satisfied, in their sole judgment,

with the nature and status of all securities, labour, tax, employee benefit, environmental, health and safety matters, the equity participation of management and any other organizational and capital structure matters involving or affecting the Specified Purchase Transaction. The Lenders shall have received and be satisfied with the results of all personal and real property, pending litigation, judgment, bankruptcy, bulk sale, execution and other searches conducted or caused to be conducted by the Agent, the Lenders and their legal counsel with respect to the Loan Parties in all jurisdictions selected by the Agent, the Lenders and their legal counsel; satisfactory to it that the Specified Purchase Transaction shall be consummated on the Transaction Documents, without giving effect to any waiver or modification of any provision of such Specified Purchase Transaction Documents that is not approved by the Agent; (f) Fees: the Agent shall have received payment of all agency, commitment and arrangement

• (e) Specified Purchase Transaction: The Agent shall have received evidence reasonably Effective Date pursuant to and in accordance with the provisions of the Specified Purchase
• fees of the Agent and each Lender, and fees of the Agent's legal counsel in connection with the transactions contemplated by this Agreement as advised by such counsel to the Agent at least one Business Day prior to the Effective Date;
• (g) Know-Your-Client Confirmations: the Agent shall have received from each Lender confirmation that it has obtained from the Borrowers all such information and evidence as such Lender requested of the Borrowers prior to the Effective Date pursuant to Section 14.11; and
• (h) Material Adverse Effect: as of such time, (i) no circumstance or event shall have occurred (including entry into the Specified Equity Purchase Agreement and the completion of the Specifed Purchase Transaction) which would reasonably be expected to have a Material Adverse Effect (nor have the Lenders become aware of any fact or facts not previously known, which, in the opinion of the Lenders, are reasonably likely to have a Material Adverse Effect), (ii) no material adverse change shall have occurred in the operations or financial condition of the Loan Parties or of their assets, taken as a whole, since the date of the most recent audited Financial Statements provided to the Agent, and (iii) no material adverse change in the business, financial condition, prospects, operations or properties of the Target shall have occurred since the date of the most recent audited financial statements of the Specified Target and the Agent shall have received a certificate from the Cdn. Borrower to both such effects. 8.2 Continuing Conditions Precedent The obligation of the Lenders to make available any Accommodations pursuant to Section 3.5 or to make any Conversion pursuant to Section 3.17 or to make a Rollover pursuant to Section 3.18 (except (a) receipt of the appropriate Borrowing Notice, Conversion Notice or Rollover Notice; (b) on each Drawdown Date, Conversion Date or Rollover Date, as applicable, there exists no (c) on each Drawdown Date, the representations and warranties in Section 2.1, other than

in the case of Conversions or Rollovers where this Agreement deems such Conversion or Rollover to have occurred), is subject to and conditional upon:

• Default or Event of Default;

• those stated to be made as at a specific date, are true and correct in all material respects with the same effect as if made as of such date;

• (d) in respect of any Drawdown (and for clarity, not a Rollover or Conversion), either (i) there have been no material changes to the Borrowing Base since delivery of the most recent Borrowing Base Certificate, or (ii) if there have been material changes to the Borrowing Base since the delivery of the most recent Borrowing Base Certificate, the Cdn. Borrower has provided the Agent with an updated Borrowing Base Certificate; and (e) the Lenders, acting reasonably, shall be satisfied that the advance will not result in there 8.3 Waiver of a Condition Precedent

  • being Excess Cash, nor in Lender Outstandings exceeding the Borrowing Base.

The terms and conditions of Sections 8.1 and 8.2 are inserted for the sole benefit of the Agent and the Lenders and may be waived by all Lenders in respect of any Accommodation under the Syndicated Facility or Term Facility, or the Operating Lender in respect of any Accommodation under the Operating Facility, in whole or in part with or without terms or conditions, in respect of all or any portion of a Borrowing, without affecting the right of the Agent or the Lenders to assert such terms and conditions in whole or in part in respect of any other Borrowing. 9.1 Financial Covenants The Borrowers covenant with each of the Lenders and the Agent that: (b) Minimum Consolidated Fixed Charge Coverage Ratio: at all times, the Consolidated Fixed Charge Coverage Ratio shall not be less than 1.25:1.00; and (i) at all times, Consolidated EBITDA, adjusted to exclude EBITDA of all Subsidiaries

ARTICLE 9 COVENANTS OF THE BORROWERS

• (a) Maximum Consolidated Funded Debt to Consolidated EBITDA Ratio: at all times, the Consolidated Funded Debt to Consolidated EBITDA Ratio shall not exceed 2.50:1.00;

(c) EBITDA; Ownership of Assets:

• that are not Loan Parties, shall not be less than 95% of Consolidated EBITDA; and
• (ii) Consolidated Net Tangible Assets, adjusted to exclude the Assets of all Subsidiaries that are not Loan Parties, shall not be less than 95% of Consolidated Net Tangible Assets. (a) as at the Fiscal Quarter ending September 30, 2022 shall be deemed to be Consolidated Fixed Charges for such Fiscal Quarter multiplied by four; Fixed Charges for such Fiscal Quarter and the previous Fiscal Quarter multiplied by two; Charges for such Fiscal Quarter and the previous two Fiscal Quarters multiplied by four Charges for the four previous Fiscal Quarters.

Provided that for the purpose of calculating Consolidated Fixed Charges:

• (b) as at the Fiscal Quarter ending December 31, 2022 shall be deemed to be Consolidated (c) as at the Fiscal Quarter ending March 31, 2023 shall be deemed to be Consolidated Fixed and divided by three; and (d) as at the Fiscal Quarter ending June 30, 2023 shall be deemed to be Consolidated Fixed

The Borrowers covenant with each of the Lenders and the Agent that:

• 9.2 Positive Covenants (a) Payment and Performance: the Borrowers shall duly and punctually pay the principal of all Loans, all interest thereon and all fees and other amounts required to be paid by the Borrowers hereunder at the times and in the manner specified hereunder and the Borrowers shall, and shall cause each other Loan Party to, perform and observe all of their respective obligations under this Agreement and under any other Loan Document to which it or any other Loan Party is a party; (b) Existence and Conduct of Business: the Borrowers shall, and shall cause each other (i) except as permitted by Section 9.3(g), maintain their respective corporate and (ii) register and qualify, and remain duly registered and qualified as a corporation or (iii) preserve and keep in full force and effect all franchises, licences, rights, privileges
  • Loan Party to:
    • partnership existences in good standing;
  • partnership authorized to carry on business under the laws of each jurisdiction in which the nature of any business transacted by it or the character of any property and assets owned or leased by it requires such registration and qualification, except where failure to obtain and maintain such registration or qualification would have a Material Adverse Effect; (iv) maintain, protect and defend title to all property and assets held by the Borrowers (c) Compliance with Applicable Laws and Material Contracts: the Borrowers shall, and (i) carry on and conduct its business, and keep, maintain and operate its assets and
    • and permits necessary to enable the Borrowers and each of the other Loan Parties to operate and conduct their respective businesses in accordance with good industry practice, except to the extent such failure to comply or to preserve or keep in full force and effect would not have a Material Adverse Effect; and (ii) observe and conform to all requirements of any approval by any Governmental
  • or any other Loan Parties and take all such acts and steps as are necessary or advisable at any time from time to time to maintain such property and assets in good standing, except to the extent the failure to so maintain, protect and defend or to take any such acts or steps would not have a Material Adverse Effect; (iii) comply with all Material Contracts to which it is a party; (d) Material Litigation: the Cdn. Borrower shall promptly give written notice to the Agent of
  • shall cause each other Loan Party to:
    • properties, in accordance with all Applicable Laws and prudent industry practice, except where the failure to do so would not result in a Material Adverse Effect;
    • Authority relative to any of its properties and assets and all covenants, terms and conditions of all agreements upon or under which any of such properties or assets are held, except where the failure to do so would not result in a Material Adverse Effect; and
  • any litigation, proceeding, dispute or investigation affecting an Loan Party involving a claim in excess of Cdn. $1,000,000 (or the Equivalent Amount thereof), or in respect of which there is a reasonable possibility of a determination adverse to the Loan Parties and which,

in the latter case, if adversely determined, would have a Material Adverse Effect, and shall from time to time furnish to the Agent all reasonable information requested by the Agent concerning the status of any such litigation, proceeding, dispute or investigation.

• (e) Books and Records: the Borrowers shall, and shall cause each other Loan Party to, keep proper and adequate records and books of account (including lists of accounts receivable showing amounts owing on each account) in which true and complete entries will be made in a manner sufficient to enable the preparation of Financial Statements in accordance with GAAP as consistently applied to such Loan Party and, upon request of the Agent, make the same available for confidential inspection by the Agent and the Lenders and their respective employees at all reasonable times; (f) Inspection: at any reasonable time and from time to time upon reasonable prior notice (g) Insurance: the Borrowers shall, and shall cause each other Loan Party to, maintain with

• and during reasonable business hours, the Borrowers shall, and shall cause each other Loan Party to, permit the Agent or any representative thereof (at the expense of the Borrowers) to examine and make copies of and abstracts from the records and books of account of any Loan Party and to visit and inspect the premises and properties of any of the Loan Parties and to discuss the affairs, finances and accounts of the Loan Parties with any of the officers or auditors and other professional advisors of the Loan Parties;

• financially sound and reputable insurers, insurance with respect to their respective properties and businesses and against such casualties and contingencies and in such types and amounts as are in accordance with prudent business practices for corporations of the size and type of business and operations as the Cdn. Borrower and each such Subsidiary, such insurance to name the Collateral Agent as co-insured as its interest may appear and first loss payee. The Cdn. Borrower shall, from time to time at the request of the Agent acting reasonably, promptly deliver to the Agent evidence of the insurance required to be maintained pursuant to this Section 9.2(g), including originals or copies as the Agent may request of policies, certificates of insurance, riders, endorsements and proof of premium payments; or regulation (any of which being a "Levy") and to make and remit all withholdings lawfully (i) Notice of Default: the Cdn. Borrower shall deliver to the Agent, promptly after becoming

• (h) Payment of Taxes and Other Amounts: the Borrowers shall, and shall cause each other Loan Party to, from time to time, file all tax returns that are required to be filed, pay or cause to be paid, all rents. Taxes, Other Taxes, rates, levies, assessments (ordinary or extraordinary), governmental fees and dues, wages, workers' compensation arrangements, government royalties, pension fund obligations and any other amounts which may result in a Security Interest on their property and assets arising under statute levied, assessed or imposed upon the Borrowers or any of the other Loan Parties or any of their Assets, as and when the same become due and payable, except when and for so long as the validity of such Levy or withholding is subject to a Permitted Contest; (j) Notice of Material Adverse Effect: the Cdn. Borrower shall promptly notify the Agent of (k) Priority of Lender Outstandings: the Borrowers shall ensure that the Lender

• aware of the occurrence of a Default or an Event of Default, an officer's certificate describing in detail such Default or such Event of Default and specifying the steps, if any, being taken to cure or remedy the same;

• any event, circumstance or condition that has had or will have a Material Adverse Effect;

• Outstandings of the Borrowers hereunder, and the obligations of each other Loan Party under its Subsidiary Guarantee, rank at least pari passu in right of payment with the most senior unsubordinated indebtedness for borrowed money of the Borrowers or such other Loan Party, as the case may be;

• (l) Compliance with Environmental Matters: without limiting the generality of Section 9.2(c), the Borrowers shall, and shall cause each other Loan Party to, conduct their business and operations so as to so comply at all times with all Environmental Laws, Environmental Permits and Environmental Orders; (m) Notice re Environmental Matters: if the Cdn. Borrower or any of its Subsidiaries shall: (i) receive or give any notice that a violation of any Environmental Law has or may (ii) receive any notice that a complaint, proceeding or order has been filed or is about

• • have been committed or is about to be committed by the Cdn. Borrower or any of its Subsidiaries, or in respect of any of their property and assets;
  • to be filed against the Cdn. Borrower or any of its Subsidiaries, or in respect of any of their property and assets, alleging a violation of any Environmental Law; or

• (iii) receive any notice requiring the Cdn. Borrower or any of its Subsidiaries, to take any action in connection with the Release of Hazardous Materials into the environment or alleging that the Cdn. Borrower or any of its Subsidiaries may be liable or responsible for costs associated with a response to, or to clean-up, a Release of Hazardous Materials into the environment, or any damages caused thereby; and (iv) the Cdn. Borrower shall promptly provide the Agent with a copy of such notice and (n) Notice of Environmental Damage: the Cdn. Borrower shall promptly provide the Agent

  • shall furnish to the Agent details of any action taken or proposed to be taken in respect of such notice and, from time to time, all reasonable information requested by the Agent relating to the same;

• with written notice of the discovery of any Release of Hazardous Materials into the environment from or upon the land or property of the Cdn. Borrower or any of its Subsidiaries, which Release would reasonably be expected to result in liability exceeding Cdn. $1,000,000 (or the Equivalent Amount thereof) in aggregate in any Fiscal Year;

• (o) Further Assurances: the Borrowers, at their expense, shall, and shall cause each other Loan Party to, promptly cure any default by it in the execution and delivery of this Agreement or of any of the other Loan Documents to which it is a party, and after notice thereof from the Agent, promptly take all such further action, do all such further things and execute and deliver all such other and further deeds, agreements, opinions, certificates, instruments, affidavits, registration materials and other documents reasonably necessary for compliance with, or accomplishment of, the covenants and agreements hereunder or to more fully state the obligations set out herein or to make any registration, recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith; (p) Bank Secrecy Act: the Borrowers shall comply, and cause each other Loan Party and its (q) Notice of ERISA Event: the Cdn. Borrower shall promptly notify the Agent of the (r) Deposit Accounts: the Borrowers shall, and shall cause each other Loan Party to,

• Subsidiaries to comply, with all applicable Bank Secrecy Act ("BSA") and anti-money laundering laws and regulations of any applicable jurisdiction including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Criminal Code (Canada);

• occurrence of any ERISA Event;

• maintain its deposit, operating and lock box accounts and any other account in which it

holds any Investments (including cash and Cash Equivalents) with the Agent, Lender or an Affiliate of a Lender, provided that for a period of not more than six months following the Date, accounts of the may be maintained by the with Wells Fargo Bank provided that all investments (including cash and Cash Equivalents) contained in an such accounts is at all times subject to a first priority Security Interest in favour of the Agent other than: (i) accounts maintained for the purposes of paying salaries and other employee (ii) accounts maintained for the purpose of paying tax obligations; (s) Defend Title to Assets: the Borrowers shall, and shall cause each other Loan Party to, (t) Notice of Certain Other Events: the Cdn. Borrower shall provide the Agent with prompt written notice of the following when a senior officer of the Borrowers have (or would (i) any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 10.1(e); (ii) any Subsidiary becoming a Material Subsidiary; and

• compensation, and

• maintain, protect and defend title to the Assets and take all such acts and steps as are necessary or advisable at any time and from time to time to retain its ownership and that of any other Loan Party in the Assets in good standing (other than Permitted Title Defects and Permitted Encumbrances); (iii) any claim under any policy of insurance in excess of $1,000,000 or the (u) Ownership: the Borrowers shall ensure that the U.S. Borrower and each Material (w) Additional Information: the Cdn. Borrower shall, and shall cause each other Loan Party

• reasonably be expected to have) knowledge of the same:

  • Equivalent Amount thereof in any other currency;

• Subsidiary is at all times a direct or indirect wholly owned Subsidiary of the Cdn. Borrower;

• (v) Material Subsidiary Guarantees: the Borrowers shall ensure that each Material Subsidiary is at all times a party to a Subsidiary Guarantee of the Obligations, and has provided the Security required by Article 6;

• to, furnish to the Agent on a confidential basis any additional information regarding the Collateral, business, affairs, operations and financial condition of each Loan Party as the Agent shall reasonably request; and

• (x) Further Assurances: the Borrowers shall, and shall cause each other Loan Party to, do all such further acts and things and execute and deliver all such further documents as shall be reasonably required by the Agent in order to ensure the terms and provisions of the Loan Documents are fully performed and carried out. 9.3 Negative Covenants (a) Limitation on Security Interests: the Borrowers shall not, and shall not permit any other (b) Limitation on Debt: the Borrowers shall not, and shall not permit any other Loan Party to,

The Borrowers covenant with each of the Lenders and the Agent that:

• Loan Party to, create, issue, incur, assume, have outstanding or permit to exist any Security Interests on any of its or their present or future property, assets or undertaking, other than Permitted Encumbrances;

• incur, assume or permit to exist any Debt other than Permitted Debt;

• (c) Limitation on Distributions: the Borrowers shall not, and shall not permit any other Loan Party to, declare, make or give effect to any Distribution if a Default or Event of Default has occurred and is continuing or would result from the declaration or payment thereof, other than Distributions to the Borrowers or another Loan Party; (d) Limitation on Dispositions: the Borrowers shall not, and shall not permit any other Loan (e) Limitation on Acquisitions: the Borrowers shall not, and shall not permit any other Loan (i) to or to a Loan Party; (ii) Investments in cash and Cash Equivalents; (iii) Investments that are Permitted Acquisitions; and

• Party to, make any sale, exchange, lease, transfer or other disposition of any of its present or future property, assets or undertaking, including by way of Sale/Leaseback, whether in one transaction or a series of transactions, other than Permitted Dispositions; (iv) other Investments or Financial Assistance which is consented to in writing by the

• Party to, make, or enter into any binding agreement to make, any Acquisitions other than Permitted Acquisitions;

• (f) Limitation on Financial Assistance and Investments: the Borrowers shall not, and shall not permit any other Loan Party to, make any Investments in, or provide any Financial Assistance to, any Person, other than:

  • Agent on behalf of all of the Lenders;

• (g) Limitation on Mergers, etc.: the Borrowers shall not, and shall not permit any other Loan Party to, enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a "Successor") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, dissolution, winding-up, merger, transfer, sale or otherwise (each a "Reorganization Transaction") except for: (i) any amalgamation of a wholly-owned Subsidiary with the Loan Party that owns it (A) such Loan Party is the continuing entity and the Successor is a Person organized and existing under the federal laws of Canada or the laws in (B) such Loan Party is the continuing entity and the Successor is a Person (C) prior to or contemporaneously with the consummation of such (I) the Successor will be bound by or have assumed all the covenants (II) the Loan Documents to which any applicable Loan Party was a

  • provided the following conditions are met:
    • force in a province in Canada;
    • organized and existing under the laws in force in a state in the United States;
    • Reorganization Transaction:
      • and obligations of any applicable Loan Party under all Loan Documents to which it is a party;
      • party immediately prior to entering into the Reorganization Transaction, will be valid and binding obligations of the Successor,

enforceable against the Successor and entitling the Lenders, as against the Successor to exercise all their rights under such Loan Documents; and

(III) the resulting creditworthiness of the Successor after such Reorganization Transaction shall not be materially weaker than the creditworthiness of the applicable Borrower, (if the Reorganization Transaction involves a Borrower) or the applicable Material Subsidiary (if the Reorganization Transaction does not involve a Borrower); provided that the Successor shall also execute and/or deliver to the Lenders may be requested by the Agent, acting reasonably, to effect or establish (A), (B)

such documents (including legal opinions of counsel to the Successor), if any, as and (C) above;

provided further that a Reorganization Transaction to effect or establish (B) above shall require the unanimous consent of the Lenders, acting reasonably, and such consent may be reasonably withheld in the event that any Lender determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make or maintain the Loans (or to maintain its obligation to make the Loans), or to participate in, issue or maintain any Letter of Credit (or to maintain its obligation to participate in or to issue any Letter of Credit); and (ii) any sale, lease, transfer or other disposition by a Subsidiary of any or all of its provided that no Reorganization Transaction will be carried out unless: (iii) such Reorganization Transaction shall be on such terms and shall be carried out (iv) no Event of Default or Default shall have occurred and be continuing immediately (h) Limitation on Swaps: the Borrowers shall not, and shall not permit any other Loan Party reasonable terms; provided that: (i) no Swap shall be entered into for speculative purposes,

Assets (upon voluntary liquidation or otherwise) to the Loan Party that owns it;

• in such manner as will preserve and not impair any of the rights and powers of the Lenders hereunder and under any other Loan Documents and not adversely affect the Agent or the Lenders; and (ii) each Swap may only be entered into with creditworthy counterparties as (iii) no Swap shall have a term of greater than three years; (i) Limitation on Change of Business: the Borrowers shall not, and shall not permit any acquire businesses or operations which are materially different from, the Business;

  • prior to such Reorganization Transaction or will occur as a result of such Reorganization Transaction;

• to, enter into any Swaps other than in the ordinary course of business on commercially (j) Limitation on Affiliate Transactions: except in respect of transactions between or

  • reasonably determined by the Cdn. Borrower at the time such Swap is entered into, and

• other Loan Party to, change the nature of its business or operations from, or conduct or

• among the Loan Parties, the Borrowers shall not, and shall not permit any other Loan Party

to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services, with any Affiliate except upon terms that are not less favourable to any Loan Party than it would obtain at the time in a comparable arm's length transaction with a Person that is not an Affiliate; (k) Limitation on Use of Advances: the Borrowers shall not, and shall not permit any other Loan Party to, use the proceeds of any Accommodations under the Facilities other than for

• the purposes set forth in Section 3.4;
• (l) Limitation on Excess Cash/Borrowing Base Excess: the Borrowers shall not request Accommodations which would result in there being Excess Cash, nor in Lender Outstandings exceeding the Borrowing Base; and
• (m) Sanctions Laws: the Cdn. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly use the proceeds of the Accommodations, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Canadian Economic Sanctions or U.S. Economic Sanctions, or (ii) in any other manner that would result in a violation of Canadian Economic Sanctions or U.S. Economic Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise). 9.4 Financial and Environmental Reporting (a) Annual Financial Statements: the Cdn. Borrower shall furnish to the Agent as soon as available and in any event within 90 days after the end of each Fiscal Year, the annual

The Borrowers covenants and agrees with the Agent and each of the Lenders that:

• audited consolidated Financial Statements including consolidated statements of comprehensive income, statement of financial position, statement of changes in shareholders' equity and statement of cash flows setting forth in comparative form the corresponding figures of the preceding Fiscal Year together with an auditor's report confirming that its examinations of such consolidated Financial Statements were made in accordance with generally accepted auditing standards and accordingly included such tests and other procedures as it considered necessary in the circumstances and that such consolidated Financial Statements present fairly in all material respects the consolidated financial position of the Borrowers as of the close of such Fiscal Year and the results of its operations and the changes in its financial position for the Fiscal Year then ended, in accordance with GAAP; (b) Quarterly Financial Statements: the Cdn. Borrower shall furnish to the Agent as soon as available and in any event within 45 days after the end of each of the first three Fiscal flows prepared in accordance with GAAP consistently applied, provided that the Cdn. (c) Compliance Certificate: the Cdn. Borrower shall furnish to the Agent, concurrently with the provision of the Financial Statements pursuant to Sections 9.4(a) and 9.4(b), and

• Quarters of each Fiscal Year, quarterly unaudited consolidated Financial Statements including unaudited consolidated statements of comprehensive income, statement of financial position, statement of changes in shareholders' equity and statement of cash Borrower shall be entitled, but shall not be obligated, to prepare condensed Financial Statements for such Fiscal Quarters as permitted by GAAP;

• effective as of the last day of such Fiscal Quarter or Fiscal Year (as the case may be), a duly executed and completed Compliance Certificate, together with a management discussion and analysis report for such Fiscal Year or Fiscal Quarter, and such back-up information as the Agent may reasonably request;

• (d) Financial Forecasts: the Cdn. Borrower shall furnish to the Agent as soon as available and in any event no later than 90 days after the commencement of each Fiscal Year a financial forecast for the Cdn. Borrower and its Subsidiaries for the current Fiscal Year and the following Fiscal Year, which forecast includes for each such year a statement of financial position, statement of comprehensive income, statement of changes in shareholders' equity and statement of cash flows, forecasted compliance with the Financial Covenants, and forecast capital expenditures for each such year, detailed on a quarterly basis; (e) Borrowing Base: the Cdn. Borrower shall furnish to the Agent within (i) 45 days after the

• end of each of March, June, September and December and (i) within 30 days after the end of each other calendar month, a Borrowing Base Certificate with an attached listing of each of aged Canadian A/R, US A/R, Approved Insured A/R together with all insurance coverage for such Approved Insured A/R, Blue Chip A/R and EDC A/R, and any Export Development Canada insurance coverage for such EDC A/R, Non-Invoiced A/R, Priority Payables, the Eligible Inventory, a calculation of the Lending Limit, and a listing of all aged accounts payable of the Cdn. Borrower on a consolidated basis, allocating trade payables and accruals for the Cdn. Borrower on a consolidated basis, all as at the end of such month; (f) Hedging Reports: the Cdn. Borrower shall furnish to the Agent concurrently with (i) detail all hedging activity occurring during such Fiscal Quarter (or, if delivered with the Financial Statements pursuant to Section 9.4(a), the Cdn. Borrower's fourth (ii) detail the position and market value of all Swaps in effect as at the end of such Section 9.4(a), the Cdn. Borrower's fourth Fiscal Quarter); and (iii) demonstrate compliance with Section 9.3(h); (g) Environmental Certificate: concurrent with the provision of the annual Financial Statements in Section 9.4(a) and effective as of the last day of such Fiscal Year, the Cdn.

• delivering such Financial Statements, a report on the status of all outstanding Swaps of the Cdn. Borrower and its Subsidiaries, such report to be in a form and containing such information as may be required by the Agent, acting reasonably, which shall in any event: (h) Hedging Policy: promptly upon any material changes being made to the Cdn. Borrower's

  • Fiscal Quarter);
  • Fiscal Quarter (or, if delivered with the Financial Statements pursuant to

• Borrower shall furnish to the Agent an Environmental Certificate signed by a Responsible Officer;

• grant of authority in respect to hedging, the Cdn. Borrower shall furnish a copy thereof to the Agent, specifying the changes that have been made and the rationale therefor;

• (i) Real Property Listing: the Cdn. Borrower shall furnish to the Agent, concurrently with the provision of the Financial Statements pursuant to Section 9.4(a) and 9.4(b), and effective as of the last day of such Fiscal Year or Fiscal Quarter, as applicable, a Real Property Listing (provided that if there have been additions to the Capital Assets of the Loan Parties having a Book Value in excess of $500,000 since such effective date, the Real Property Listing shall reflect such addition(s));

• (j) Updated Schedules: the Cdn. Borrower shall furnish to the Agent an updated Schedule "L" (Organizational Chart) and an updated Schedule "M" (Material Contracts) within five Business Days of any changes in the information contained therein since the most recent such Schedule provided to the Agent;

• (k) Monthly U.S. Deposit Account Statements: The U.S. Borrower shall furnish to the Agent as soon as available and in any event within 10 days after the last Business Day of each month, monthly account statements from Wells Fargo in respect of all accounts containing Uncontrolled U.S. Cash.

• (l) Provision of Information: the Cdn. Borrower shall provide to the Agent copies of all financial statements, proxy statements, information circulars, notices and reports as it generally provides to all of its shareholders together with copies of all final prospectuses or other similar offering documents such as private placement memorandums, registration statements, material change reports and annual information forms filed by it with any securities regulatory authorities together with such other information relating to the business, affairs, operations and financial condition of any Loan Party as the Agent may reasonably request; provided that the Cdn. Borrower may satisfy the foregoing by posting such information on www.SEDAR.com 9.5 Material Subsidiaries (a) Designation of Material Subsidiaries: The Cdn. Borrower shall, from time to time as is necessary to ensure compliance with Section 9.1(c), designate such Subsidiaries as it shall

or on another website as notified to and agreed to by the Agent so long as the Agent is aware of the address of and any relevant password specifications for such website. The Cdn. Borrower shall forthwith advise the Agent that such information has been posted to such website and will advise the Agent promptly upon becoming aware that such website cannot be accessed, if the password specifications change or any existing information posted onto such website is amended. If the Agent cannot access such information on the relevant website, the information will instead be provided to the Agent in paper form.

• determine as Material Subsidiaries and shall notify the Agent that such Subsidiary has become a Material Subsidiary and shall furnish the Agent with the name, date and jurisdiction of incorporation of amalgamation, as applicable, description of business and principal place of business address of such Material Subsidiary, and shall cause such Material Subsidiary to provide to the Agent for the benefit of the Lenders, within 20 Business Days of it becoming a Material Subsidiary, a Subsidiary Guarantee and the other Security contemplated by Section 6.3 together with a favourable opinion of counsel satisfactory to the Agent, acting reasonably, as to the legality, validity and enforceability of such Security and as to such other matters as the Agent may reasonably require, and with such other documents, such as certified resolutions and constating documents of such Material Subsidiary, as the Agent may reasonably require. (b) Release of Material Subsidiary Security: The Cdn. Borrower shall be entitled to request 9.6 Environmental Indemnity
  • that a Material Subsidiary which is, or has been designated, a Material Subsidiary no longer be a Material Subsidiary if the absence of such Material Subsidiary would not cause noncompliance with this Agreement, including Section 9.1(c). Upon providing an officer's certificate of the Cdn. Borrower confirming the foregoing and that no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result from giving effect to such request and the Agent determining that no Default or Event of Default would result from giving effect to such request, the Agent shall confirm in writing the redesignation of such Material Subsidiary as a Non-Material Subsidiary and shall discharge the Security granted by such Non-Material Subsidiary. (a) The Borrowers shall, and shall cause each other Loan Party to, forthwith on demand fully Section 9.6 any one or more or all of such Persons is referred to as the "Indemnified Party") harmless from and against any and all liabilities, losses, claims, damages and

indemnify, defend and save each Lender, the Agent and the Collateral Agent and each of their respective directors, officers, employees and agents, and any of them (in this

expenses (including all reasonable fees of counsel on a solicitor and his own client basis and accountant fees and reasonable expenses, court costs and all other reasonable outof-pocket expenses) sustained, paid, incurred or suffered by the Indemnified Party arising in any manner whatsoever out of or as a result of any environmental claims, liabilities or obligations of any and every nature whatsoever relating to or affecting any Loan Party or the Collateral, or the property of others where any Loan Party would be reasonably likely to have any liability in respect thereof under Applicable Laws (all or any item or part of the foregoing liabilities, losses, claims, damages and expenses are referred to in this Section 9.6 as a "Loss"). Notwithstanding the generality of the foregoing, the Loan Parties shall not be obliged to indemnify the Indemnified Party to the extent any Loss has been incurred by reason of the gross negligence or wilful misconduct of such Indemnified Party. Each Borrower acknowledges on behalf of itself and each Loan Party that each Lender is entering into the provisions of this Section 9.6 on its own behalf and as agent and trustee for its directors, officers, employees and agents. (b) If any claim (in this Section 9.6 referred to as a "Claim") shall be asserted by any Person (c) Each Loan Party shall at all times have the right, if no Default or Event of Default has reasonable basis; provided that the Indemnified Party shall have the right to participate in

• against the Indemnified Party which may give rise to a Loss, the Indemnified Party shall promptly notify the Cdn. Borrower of all particulars of such Claim upon learning of same. The failure to give any such notice, however, shall not affect any Loan Party's liability to indemnify the Indemnified Party unless such failure adversely and materially affects the Borrowers' ability to defend, object to, oppose or contest that Claim.
• occurred and is continuing, but shall not be required, at its sole expense, to resist, defend and compromise any Claim in the name of the Indemnified Party, by legal counsel reasonably acceptable to the Indemnified Party who will cooperate in such defence on a the defence or compromise of any Claim by other legal counsel of its choosing if the Indemnified Party, acting reasonably, determines it should so participate; provided that subject to the penultimate sentence of Section 9.6(a) the fees and disbursements of such other counsel shall be paid by the Borrowers. The Indemnified Party shall not effect any settlement or compromise of any Claim without the prior written consent of the Cdn. Borrower. Notwithstanding anything herein to the contrary, the Borrowers on their own behalf must defend or must cause the applicable Loan Party to defend such claim, diligently and reasonably throughout the period while such Claim exists. If any Loan Party exercises its rights under this Section 9.6, the Borrowers shall cause such Loan Party not to compromise or otherwise settle a Claim without the consent of the Indemnified Party suffering such Claim, which consent shall not be unreasonably withheld or delayed. The inability of the Loan Parties to pay such Claim in full shall constitute a sufficient reason to withhold such consent. (d) The Loan Parties shall not, in connection with any Loss in the same jurisdiction, be liable 9.7 Environmental Audit to any Loan Party, the Agent may, upon the request of the Required Lenders (and after consultation with of the Borrowers. The Borrowers shall, and shall cause each other Loan Party to, upon reasonable notice
  • for the fees and expenses of more than one separate legal firm for the Indemnified Parties unless such representation by the same legal counsel would be inappropriate due to actual or potential differing interests or the employment thereof has been specifically authorized by the Cdn. Borrower in writing and such firm or firms shall be designated in writing by the Agent on behalf of each Indemnified Party.

Upon the occurrence of any circumstance or event or series of circumstances or events which, in the opinion of the Required Lenders, acting reasonably, may result in any material Environmental Liability and written notice to the Cdn. Borrower), arrange for an environmental audit of the Loan Party to be conducted by an independent environmental engineer or other environmental consultant, at the expense and so long as any such engineer or consultant agrees to comply with the health and safety standards then generally applicable to the Assets to be audited, provide access to its Assets to any such environmental engineer or consultant in order for such engineer or consultant to conduct such environmental and other inspections as it may deem advisable and in that connection to examine the records, books, Assets, affairs and business operations of the Loan Parties and to make inquiries of government offices concerning compliance by the Loan Parties with Environmental Laws. 10.1 Events of Default (a) Failure to Pay Principal: the failure of any Borrower to make any payment of Borrowings (b) Failure to Pay Interest or Fees: the failure of any Loan Party to make any payment of

ARTICLE 10 EVENTS OF DEFAULT

The occurrence of any one or more of the following events or circumstances constitutes an Event of Default under this Agreement:

• when due hereunder;

• any interest, fees or any other amount due under any Loan Document (other than a Swap Credit Document) when due hereunder and such default shall remain unremedied for a period of five Business Days after written notice from the Agent to the Cdn. Borrower that such amount is overdue;

• (c) Covenants: if there is a breach or failure of due performance or observance by any Loan Party of any covenant or provision of this Agreement or any of the Loan Documents (other than those otherwise dealt with in this Section 10.1), unless such breach or failure is cured to the satisfaction of the Required Lenders, acting reasonably, within 20 Business Days after written notice thereof by the Agent to the Cdn. Borrower;

• (d) Misrepresentations: if any representation or warranty made or deemed to be made by any Borrower or any other Loan Party in any Loan Document, certificate or document shall prove to have been incorrect in any material respect when made or deemed to be made or repeated hereunder or thereunder; provided that if the matter, defect or deficiency which is the subject matter of the misrepresentation is capable of correction or remedy (and not merely by changing the representation made), then if it is not corrected or remedied to the satisfaction of the Required Lenders, acting reasonably, within 20 Business Days after written notice thereof by the Agent to the Cdn. Borrower; (e) Cross Default: if any Loan Party is in default under any term or provision of any agreement evidencing or securing Debt of such Loan Party (other than this Agreement) and the holder

• of such Debt shall have accelerated or shall have the right to accelerate the repayment of any such Debt, or if, as a result of default or the occurrence of any other event or circumstance under any such agreement evidencing any such Debt, any amount becomes payable thereunder by such Loan Party and such Debt shall not be paid within the time required by law, and such breach or default is in respect of an amount which (taken together with any other such breaches or defaults in respect of Debt and taken together with any accelerated amounts in respect of Debt) is in the aggregate in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency); (f) Cease to Carry on Business: if any Loan Party ceases or threatens to cease to carry on

• business other than in accordance with the provisions hereof;

• (g) Voluntary Insolvency: if any Loan Party shall: (i) apply for or consent to the appointment of a receiver, trustee or liquidator of itself or of all or any part of its assets or undertaking having a value (for all Loan Parties subject to such an appointment at the same time) in the aggregate in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency); (ii) make or threaten to make a general assignment for the benefit of creditors or make

  • or threaten to make a bulk sale of its assets; or be unable, or admit in writing its inability or failure, to pay its debts generally as they become due;

• (iii) commence any case, proceeding or other action under any Debtor Relief Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or an arrangement with creditors or taking advantage of any insolvency law or proceeding for the relief of debtors, or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; (iv) take corporate or partnership action for the purpose of effecting any of the (v) commit or threaten to commit an act which, if committed by a corporation, would (h) Involuntary Insolvency: if any case, proceeding or other action shall be instituted in any

  • foregoing; or
  • constitute bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any statute passed in substitution therefor, as amended from time to time;

• court of competent jurisdiction against any Loan Party seeking in respect of it an adjudication in bankruptcy, reorganization, dissolution, winding-up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or the like of such Loan Party or of all or any part of its assets having a value (for all Loan Parties subject to such an appointment at the same time) in the aggregate in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency), or any other like relief in respect of such Loan Party under any Debtor Relief Laws and, if such case, proceeding or other action is being contested by the Borrowers in good faith, the same shall continue undismissed or unstayed and in effect for any period of 30 consecutive days (or such longer period, not exceeding 60 days, as is required to dismiss or stay or render ineffective such case, proceeding or other action); provided that if an order, decree or judgment is granted (whether or not entered or subject to appeal) against a Loan Party thereunder or a trustee, receiver or liquidator is appointed in the interim and such order, decree, judgment or appointment is not stayed or discharged within five days of it being granted, such grace period shall cease to apply; (i) Change in Ownership: if a Change of Control occurs; (j) Judgments: if a final judgment or judgments for the payment of money shall be rendered (k) Writs: if writs, executions, attachments or similar processes are issued or levied against

• against any Loan Party in an amount in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency) and such judgment or judgments shall remain undischarged for a period of 30 days during which such judgment or judgments shall not be on appeal or execution thereof shall not be effectively stayed;

• any of the property of any Loan Party, in an aggregate amount which is in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency) and such writ,

execution, attachment or similar process remains undischarged or unreleased for a period of 30 days;

• (l) Encumbrancers: if encumbrancers or lienors lawfully take possession of any property of any Loan Party having a value in an aggregate amount which is in excess of $1,000,000 (or the Equivalent Amount thereof in any other currency) and such possession continues for a period of 30 days;
• (m) Invalid Loan Documents: if any material provision of any Loan Document is invalid or unenforceable in whole or in a material part, or any of the Security Interests in any material Collateral fails to attach thereto or to have the priority intended thereby, and, in either case, the same is not cured to the satisfaction of the Required Lenders, acting reasonably, within 30 days after notice thereof by the Agent to the Cdn. Borrower; (n) Lender Swaps: if any Loan Party breaches or is in default under any Lender Swap and collateralization period in the relevant agreement with respect thereto;
• such breach or default is not remedied within any applicable cure or permitted
• (o) Qualified Auditor's Report: if the report of the auditor of the Cdn. Borrower with respect to the Financial Statements required to be delivered pursuant to Section 9.4(a) is subject to any qualification with respect to the Cdn. Borrower as a "going concern", and such qualification is not removed within 20 Business Days from the required date for delivery of such Financial Statements; and date of written notice by the Agent to the Borrower of such event. 10.2 Acceleration (a) Terminate Commitment: cease to make or continue any Borrowings hereunder,
  • (p) Material Adverse Change: if an event shall occur which, in the opinion of the Required Lenders, would reasonably be expected to have a Material Adverse Effect and, if capable of remedy, such event shall not be remedied within a period of 20 Business Days from the

Upon the occurrence of any Event of Default which has not been remedied or waived, the Agent on behalf of the Lenders, and with the approval of the Required Lenders shall be entitled to, without limiting or restricting other remedies or rights under contract, at law or in equity, as the Agent and the Required Lenders may in their sole and unfettered discretion determine:

• notwithstanding any prior receipt by the Agent of a Borrowing Notice, Conversion Notice or a Rollover Notice or any other event and the Agent may, by written notice to the Cdn. Borrower, declare the Total Commitment and the right of the Borrowers to apply for further Accommodations to be terminated; and
• (b) Acceleration Notice: by written notice to the Cdn. Borrower (an "Acceleration Notice"), declare all Borrowings (including the face amount of all Bankers' Acceptances and the undrawn amount of all outstanding Letters of Credit) and all other Obligations to be immediately due and payable (or to be due and payable at such later time as may be stated in such notice) without further demand, presentation, protest or other notice of any kind, all of which are expressly waived by the Cdn. Borrower;

provided that upon the occurrence of an Event of Default specified in Section 10.1(g) or 10.1(h) the Commitment shall automatically terminate and all Borrowings (including the face amount of all Bankers' Acceptances and the undrawn amount of all outstanding Letters of Credit) and all other Obligations (other than any Swap Indebtedness) shall automatically become due and payable, in each case without any requirement that notice be given to the Borrowers. Immediately upon the occurrence of an Event of Default specified in Section 10.1(g) or 10.1(h) or at the time stated in an Acceleration Notice, the Borrowers shall

pay to the Agent on behalf of the Lenders and the Creditcard Lenders all amounts owing or payable in respect of all Borrowings (including the face amount of all Bankers' Acceptances and the undrawn amount of all outstanding Letters of Credit) and other Obligations, failing which all rights and remedies of the Agent and the Lenders under the Loan Documents shall thereupon become enforceable. 10.3 Demands for Repayment (a) Lender Demands: If the Agent, on behalf of the Required Lenders, delivers an

• Acceleration Notice, each Swap Lender may, within three Business Days, deliver (to the extent applicable to it) a Swap Demand for Repayment.
• (b) Termination Event: If a Termination Event has occurred and all the Lender Outstandings are not thereafter due and payable, each Lender (other than a Swap Lender) shall, within three Business Days, deliver such Demands for Repayment as may be necessary to ensure that all Lender Outstandings (other than Permitted Swap Indebtedness) are thereafter due and payable.
• (c) Swap Demand: If a Termination Event has occurred and any Swap Lender proposes to deliver a Swap Demand for Repayment, such Lender shall notify the Agent of its determination, and the Agent, within a further five Business Days after receipt of the aforesaid notice, shall notify all Swap Lenders whether the Agent, on behalf of the Required Lenders, proposes to deliver an Acceleration Notice hereunder. If the Agent does not so advise the Swap Lenders within such five Business Day period it shall be deemed to have advised that the Required Lenders do not propose to deliver an Acceleration Notice. If the Agent does notify the Swap Lenders that the Required Lenders propose to deliver an Acceleration Notice, all Demands for Repayment shall be delivered concurrently by the Agent and the Swap Lenders. If the Agent does notify the Swap Lenders that the Required Lenders do not propose, or the Agent is deemed to have advised that the Required Lenders do not propose, to deliver an Acceleration Notice, the Swap Lender which delivered the notice to the Agent may at any time within 30 Business Days thereafter deliver the Swap Demand for Repayment. If the Swap Lender delivering any such Demand for Repayment does not receive the amount so demanded on or prior to the time stated in such Swap Demand for Repayment, such Swap Lender shall so notify the Agent and the Agent and each other Lender and Swap Lender shall forthwith concurrently deliver such Demands for Repayment as may be necessary to ensure that all Lender Outstandings are thereafter due and payable. (d) No Sharing: Any amounts which are lawfully received by any Swap Lender under a Swap the provisions of Section 10.7. (e) Lender Affiliates: If a Lender Swap is entered into with an Affiliate of a Lender, that Lender shall cause such Affiliate to deliver all Swap Demands for Repayment as required by this Section 10.3 and such obligations shall survive such Lender (at any time after any such 10.4 Cash Collateral Accounts Upon the occurrence of: (a) a Termination Event or delivery of an Acceleration Notice; or (b) an event under Section 4.2 or Section 4.3 where a Borrower elects in accordance with Section 4.4 to make payment to a Cash Collateral Account of the required amount;
  • prior to the earlier of the delivery by the Agent of a Demand for Repayment or the occurrence of a Termination Event hereunder are not required to be shared pursuant to
  • Lender Swap was entered into) ceasing to be a Lender hereunder.

the Borrowers shall forthwith pay to the Agent, for deposit into a Cash Collateral Account, an amount equal to the Lender's maximum potential liability under then outstanding Bankers' Acceptances, Letters of Credit and (unless the Borrowers make payment of the amount required pursuant to Section 11.6) SOFR Loans (collectively, the "Escrow Funds"). The Escrow Funds shall, in the case of (a) above, be held by the Agent for set-off against future indebtedness owing by the Borrowers to the Lenders in respect of such Bankers' Acceptances, Letters of Credit and (unless the Borrowers make payment of the amount required pursuant to Section 11.6) SOFR Loans, or, in the case of (b) above, be applied as required by Section 4.2 or 4.3. 10.5 Remedies on Default (a) Required Lenders Instructions: if the Required Lenders provide directions or instructions

After the occurrence and during the continuance of an Event of Default:

• to the Agent, the Agent, on behalf of all Lenders and Swap Lenders, shall take such actions and commence such proceedings as the Required Lenders in their sole discretion may determine and may enforce or otherwise realize upon any Security, all without any obligation to marshal any Security Interests and without additional notice, presentation, demand or protest, all of which the Borrowers hereby expressly waives (to the extent such rights may be waived under Applicable Laws). The rights and remedies of the Agent and the Lenders under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by law. If, from time to time, there are no Lenders other than Swap Lenders, the Required Lenders for the purposes of this Agreement shall be calculated by revising the definition of Required Lenders to change the reference to "Borrowings" to "Lender Outstandings"; and (b) General Remedies: the rights and remedies of the Agent and each Lender and Swap (i) Specific Performance: the specific performance of any covenant or agreement (ii) Injunction: enjoining a violation of any of the terms of the Loan Documents; (iii) Assistance: aiding in the exercise of any power granted by the Loan Documents (iv) Judgment: obtaining and recovering judgment for any and all amounts due in
• Lender under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by law. The Agent may, on behalf of all Lenders and Swap Lenders, and shall, if so required by the Required Lenders, to the extent permitted by Applicable Laws, bring suit at law, in equity or otherwise for any available relief or purpose including but not limited to: 10.6 Right of Set-Off

  • contained in the Loan Documents;

  • or by law; or

  • respect of the Borrowings or amounts otherwise due hereunder or under the Loan Documents.

If an Event of Default shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or

unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 14.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Lender Outstandings owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 10.6 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Cdn. Borrower and the Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the foregoing or the provisions of any Swap, the Lenders and Swap Lenders shall not effect or purport to effect any set-off of Swap Indebtedness that is not Permitted Swap Indebtedness against or on account of any Lender Outstandings owed to it. 10.7 Application and Sharing of Payments Following Acceleration Sections 10.1(g) or 10.1(h) (including all monies received as a result of a realization upon the Security or (a) firstly, in or towards payment of any fees or expenses then due and payable to the Agent

Except as otherwise agreed to by all the Lenders in their sole discretion, all monies and property received by the Lenders (in their capacity as Lenders and, if applicable, Swap Lenders or Creditcard Lenders) for application in respect of the Lender Outstandings or any other Swap Indebtedness subsequent to the delivery of an Acceleration Notice or the occurrence of an Event of Default specified in the exercise of a right of set-off), shall be applied and distributed to the Lenders (in their capacity as Lenders and, if applicable, Swap Lenders and Creditcard Lenders) in the manner set forth below, each such application to be made in the following order with any balance remaining after application in respect of each category to be applied to the next succeeding category: (b) secondly, pro rata among the Syndicated Lenders, the Operating Lender and the Term (c) thirdly, pro rata among the Syndicated Lenders, the Operating Lender and the Term Facility pursuant to Sections 5.1, 5.2 and 5.3, acceptance fees pursuant to Section 5.4, Letter of Credit Fees pursuant to Section 5.5, Creditcard Facility or Cash Management Services fees pursuant to Section 5.6, interest on overdue amounts pursuant to Section 5.7 and standby fees pursuant to Section 5.12; (d) fourthly, pro rata among the Syndicated Lenders, the Operating Lender and the Term

• hereunder or under any other Loan Document;
• Facility Lenders in respect of amounts due and payable to such Lenders as and by way of recoverable expenses hereunder or under any of the Security;
• Lenders in respect of amounts due and payable to such Lenders by way of interest hereinbefore referred to in this Section 10.7 which are then due and payable to any of them (e) fifthly, pro rata among the Syndicated Lenders, the Operating Lender, the Term Facility (f) sixthly, pro rata in or towards repayment to the Swap Lenders of all Swap Indebtedness in (g) seventhly, towards repayment to the HASCAP Lender of the HASCAP Obligations.
• Facility Lenders in respect of any other amount (other than Lender Outstandings) not by the Borrowers hereunder or under any other Loan Document;
• Lenders, the Creditcard Lenders and the Swap Lenders in or towards repayment of the Lender Outstandings;
• excess of the Permitted Swap Indebtedness; and

To the extent that a Lender Swap is entered into by an Affiliate of a Lender, that Lender shall cause such Affiliate to comply with the provisions of this Section 10.7 and such obligation shall survive such Lender (at any time after any such Lender Swap was entered into) ceasing to be a Lender hereunder. 10.8 Adjustments

In the event that:

• (a) Contingent Liabilities: at the Adjustment Time, a portion of the Borrowings is outstanding as Letters of Credit and it is subsequently determined that the Operating Lender is not required to make payment under any one or more such instruments; or
• (b) Notice Periods: any of the Lenders are required by Applicable Laws to continue to make advances or other amounts available to the Borrowers subsequent to the Adjustment Time by reason of a requirement in Applicable Laws to give the Borrowers a reasonable period of notice prior to terminating such Lender's obligation to make such advances or other amounts available;

then, whenever and so often as that occurs:

• (c) Sharing Adjustment: the terms "Rateable" and "Rateably" shall, ipso facto, as at the Adjustment Time be redetermined by excluding from the determination of the amount of Lender Outstandings any payments not required to be made as a result of the occurrence of an event described in Section 10.8(a) and by including in the determination of the amount of Lender Outstandings any amount required to be made available pursuant to Section 10.8(b); and (d) Lender Outstandings: Lender Outstandings shall be redetermined by excluding from the made as a result of the occurrence of an event described in Section 10.8(a) and by available pursuant to Section 10.8(b); Section 12.18. 10.9 Calculations as at the Adjustment Time (a) Swap Demand: a Termination Event has occurred and a Swap Demand for Repayment
  • determination of the amount of Lender Outstandings any payments not required to be including in the determination of Lender Outstandings any amount required to be made (b) Termination Event: a Termination Event has occurred under any Swap Credit Document;

and the Lenders shall thereupon make all such payments and adjustments as may be necessary to ensure amounts outstanding to the Lenders are thereafter outstanding in accordance with the provisions of

For the purposes of this Agreement, if:

• has been delivered; or

then, for the purposes of calculations to be made at the Adjustment Time, any Termination Amount which is payable by any Loan Party under such Swap in settlement of obligations arising thereunder as a result of the early termination of the Swap shall be deemed to have become payable at the time of delivery of such Swap Demand for Repayment or the time of occurrence of such Termination Event as the case may be, notwithstanding that the amount payable by any Loan Party is to be subsequently calculated and notice thereof given to such Loan Party in accordance with such Swap. For the purposes of the foregoing, the Agent shall make all determinations of the applicable Termination Amounts in accordance with its usual practices, acting reasonably, and for such purposes each Lender shall provide details to the Agent of its own calculations of the applicable Termination Amounts.

10.10 Agent May Perform Covenants If any Loan Party shall fail to perform any of its obligations under any covenant contained in any of the Loan Documents within the time permitted for the performance of any such covenant or for the cure of any default thereof, the Agent may, on behalf of the Lenders and with the approval of the Required Lenders and with prior notification to the Cdn. Borrower, perform any such covenant capable of being performed by it and, if any such covenant requires the payment or expenditure of money, it may make such payment or expenditure with its own funds on behalf of the Lenders. If the Agent elects to effect such observance or performance, neither the Agent nor any Lender shall be liable for any failure or deficiency in effecting such observance or performance, nor for the payment of any bills, invoices or accounts incurred or rendered in connection therewith, except to the extent the Agent or such Lender is grossly negligent or acts with wilful misconduct. All amounts so paid by any Lender or the Agent hereunder shall be repaid by the Borrowers on demand therefor, and shall bear interest at the rate set forth in Section 5.7 from and including the date paid by the Agent hereunder to but excluding the date such amounts are repaid in full by the Borrowers and shall be secured by the Security. 10.11 Waiver of Default thereby, shall be deemed not to be a waiver of any subsequent default. To the extent permitted by

Any single or partial exercise by any Lender or Swap Lender, the Agent or by the Agent on behalf of any Lender or Swap Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in the Loan Documents shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy to which the Agent or such Lender or Swap Lender may be lawfully entitled for the same default or breach, and any waiver by any Lender or Swap Lender, the Agent or by the Agent on behalf of any Lender or Swap Lender of the strict observance, performance or compliance with any term, covenant, condition or agreement contained in the Loan Documents, and any indulgence granted Applicable Laws, the Borrowers hereby waive any rights now or hereafter conferred by statute or otherwise which are inconsistent with the Agent's or a Lender's or Swap Lender's rights or remedies under the Loan Documents. 10.12 Adjustments of Borrowings and Sharing Repayments After all Borrowings are declared by the Agent to be due and payable pursuant to Section 10.2, each Syndicated Lender, the Operating Lender and each Term Facility Lender agrees that (a) it will at any

time or from time to time thereafter at the request of the Agent as required by any other Syndicated Lenders, the Operating Lender or Term Facility Lender, as the case may be, purchase at par on a non-recourse basis a participation in the Borrowings owing to each of the other Lenders under the Syndicated Facility, the Operating Facility and Term Facility and make any other adjustments as are necessary or appropriate, in order that the Borrowings owing to each of the Lenders under the Syndicated Facility, the Operating Facility or Term Facility, as adjusted pursuant to this Section 10.12, will be in the same proportion as each Lender's individual aggregate Commitments under the Syndicated Facility, the Operating Facility and the Term Facility were to the overall aggregate Commitments of all Lenders under the Syndicated Facility, the Operating Facility and the Term Facility immediately prior to the Event of Default resulting in such declaration and (b) the amount of any repayment made by or on behalf of the Borrowers and their Subsidiaries under the Loan Documents or any proceeds received by the Agent or the Lenders in connection therewith will be applied by the Agent in a manner such that to the extent possible the amount of the principal amount of outstanding Obligations owing to each Lender under the Syndicated Facility, the Operating Facility and the Term Facility after giving effect to such application will be in the same proportion as each Lender's individual aggregate Commitments under the Syndicated Facility, the Operating Facility and the Term Facility were to the overall aggregate Commitments of all Lenders under the Syndicated Facility, the Operating Facility and the Term Facility immediately prior to the Event of Default resulting in such declaration.

ARTICLE 11 EXPENSES AND INDEMNITIES

• (a) Increased Costs Generally. If any Change in Law shall:
• 11.1 Increased Cost (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, capital adequacy or additional capital requirement, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
  • (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or any Accommodation made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 11.2 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Accommodation made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Accommodation or of maintaining its obligation to make any such Accommodation, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrowers will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered (the "Additional Compensation").

• (b) Capital Requirements. If any Lender determines acting reasonably and in good faith that any Change in Law affecting such Lender or any lending office of such Lender or such Lender's holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Accommodations made by such Lender, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. The Borrowers shall not be obligated to pay any amounts under this Section 11.1(b) for any period prior to the date which is six (6) months prior to the date on which the applicable Lender give notice to the Borrowers that such amount is so accruing. A certificate by a duly authorized officer of such Lender prepared in good faith setting forth the amount of the additional compensation pursuant to this Section 11.1(b) and the basis for it must be submitted by the Lender to the Borrowers and is conclusive evidence, in the absence of manifest error, of the amount of such additional compensation. be, as specified in paragraph (a) or (b) of this Section 11.1 and delivered to the Cdn. treaty or official directive), shall be conclusive absent manifest error. The Borrowers shall
• (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may Borrower (and accompanied by a photocopy of the relevant law, rule, guideline, regulation, pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 11.1 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 11.1 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Cdn. Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 11.2 Taxes. Documents) shall be made free and clear of and without reduction or withholding for any

• (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document (excluding Swap Credit Indemnified Taxes, provided that if any Borrower shall be required by Applicable Laws thereof to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 11.2(a)) the Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Laws. (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental
• (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of paragraph Authority in accordance with Applicable Laws.
• (c) Indemnification by the Borrowers. The Borrowers shall indemnify the Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Cdn. Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. or Other Taxes by the Borrowers to a Governmental Authority, the Cdn. Borrower shall
• (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.
• (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Cdn. Borrower (with a copy to the Agent), at the time or times prescribed by Applicable Laws or reasonably requested by the Cdn. Borrower or the Agent, such properly completed and executed documentation prescribed by Applicable Laws as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Cdn. Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Laws or reasonably requested by the Cdn. Borrower or the Agent as will enable

the Borrowers or the Agent to determine whether or not such Lender is subject to backup

• withholding or information reporting requirements. (f) FATCA. If a payment made by a Borrower to a Lender under any Loan Document would be subject to US federal withholding Tax imposed under FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of Code, as applicable), such Lender shall deliver to the Cdn. Borrower and the Agent at the time or times prescribed by law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and at such time or times reasonably requested by the Cdn. Borrower or the Agent such documentation prescribed by Applicable Laws and such additional documentation reasonably requested by the Cdn. Borrower and the Agent as may be necessary for the Borrowers or the Agent to comply with their obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (f), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Cdn. Borrower and the Agent of its legal inability to do so. amounts pursuant to this Section 11.2, it shall pay to the applicable Borrower an amount amounts paid, by such Borrower under this Section 11.2 with respect to the Taxes or Other

• (g) Treatment of Certain Refunds. If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional equal to such refund (but only to the extent of indemnity payments made, or additional Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the applicable Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Agent or any Lender or to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person. 11.3 Mitigation Obligations, Replacement of Lenders. Section 11.1 or requires a Borrower to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.2, or if any Lender's obligations are suspended pursuant to Section 11.3, then such Lender shall (at hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,

• (a) Designation of a Different Lending Office. If any Lender requests compensation under the request of the Cdn. Borrower) use reasonable efforts to designate a different lending office for funding or booking Borrowings hereunder or to assign its rights and obligations such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 11.1 or 11.2, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) Replacement of Lenders. If any Lender requests compensation under Section 11.1 or if Authority for the account of any Lender pursuant to Section 11.2 and, in each case, such Section 11.3(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then

• a Borrower is required to pay additional amounts to any Lender or any Governmental Lender has declined or is unable to designate a different lending office in accordance with

the Borrowers may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrowers shall have paid to the Agent the assignment fee (if any) specified in Section 13.1(b)(iv) on behalf of such Lender;

• (ii) such Lender shall have received payment of an amount equal to its Lender Outstandings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 11.1 or payments required to be made pursuant to Section 11.2, such (iv) such assignment does not conflict with Applicable Laws; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable 11.4 Illegality

  • assignment will result in a reduction in such compensation or payments thereafter;

  • amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

If the introduction of or any change in Applicable Laws, regulation, treaty, official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, makes it unlawful or prohibited for a Lender (in its sole opinion acting reasonably and in good faith) to make, fund or maintain the Borrowings or a portion of the Borrowings or to perform its obligations under this Agreement, such Lender may by written notice to the Cdn. Borrower through the Agent terminate its obligations under this Agreement to make such Borrowings or perform such obligations and the Borrowers shall either (a) prepay such Borrowings within 15 Business Days together with all accrued but unpaid interest and fees as may be applicable to the date of payment, or (b) convert by notice to the Agent or the Operating Lender, as applicable, such Borrowings forthwith into another basis of Borrowing available under this Agreement. 11.5 Substitute Basis of Borrowing (a) Market Disruption affecting SOFR Loans: Notwithstanding anything to the contrary herein contained, if at any time subsequent to the giving of a Borrowing Notice, a Conversion

Notice or a Rollover Notice to the Agent by a Borrower with regard to any requested SOFR Loan:

• (i) the Agent determines (which determination shall be conclusive and binding absent ant to the definition thereof; or
• (ii) the Lenders holding 25% of the Commitments of all Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested SOFR Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lenders have provided notice of such determination to the Agent,

the Agent will promptly so notify the applicable Borrower and each Lender. Upon notice thereof by the Agent to such Borrower, any obligation of the Lenders to make SOFR Loans, and any right of such Borrower to continue SOFR Loans or to convert U.S. Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected SOFR Interest Periods) until the Agent revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected SOFR Interest Periods) or, failing that, such Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to U.S. Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into U.S. Base Rate Loans at the end of the applicable SOFR Interest Period. Upon any such conversion, the applicable Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 11.6. Subject to Section 11.7, if the Agent determines (which justed Term interest rate on U.S. Base Rate Loans shall be determined by the Agent without reference okes such determination. (b) Market Disruption affecting CDOR Rate: (1) If the Agent determines (which determination shall be conclusive absent manifest (i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, (ii) the administrator of the CDOR Rate or a Governmental Authority having (iii) a Governmental Authority having jurisdiction over the Agent has made a public

• • error), or the Cdn. Borrower or the Required Lenders notify the Agent that the Cdn. Borrower or Required Lenders (as applicable) have determined that:
    • including because the Refinitiv Benchmark Services (ULC) Limited CDOR Page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary;
    • jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
    • statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific CDOR Scheduled Unavailability Date

(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 11.5, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate,

then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Cdn. Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Cdn. Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternativ CDOR Successor Rate together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 3:00 p.m. (Calgary time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Cdn. Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders do not accept such amendment. (2) If no CDOR Successor Rate has been determined and the circumstances under deemed to have converted such request into a request for a Prime Loan in the amount

• Section 11.5(b)(1) above or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Cdn. Borrower and each Lender. Thereafter, the obligation of th and BA Equivalent Advances, shall be suspended (to the extent of the affected Borrowers may revoke any pending request for a Borrowing of, Conversion to or specified therein. (3) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (i) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrowers, and notifies the Cdn. Borrower, (ii) the Agent is advised by Lenders holding at least 25% of the Total Syndicated
• (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, the One Month BA Rate shall not be included or referenced in the definition of Prime Rate.
• (c)
  • the Lenders; or
  • Facility Commitment or Term Facility Commitment by written notice (each, a Lender BA Suspension Notice reasonably) that the Discount Rate will not or does not accurately reflect the cost of funds of such Lenders or the discount rate which would be applicable to a sale

then:

(iii) Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Cdn. Borrower and the Lenders;

• (iv) Acceptances or BA Equivalent Advances shall be deemed to be a Borrowing Notice requesting a Borrowing by way of Prime Loans in the amount specified in the original Borrowing Notice;
• (v) any outstanding Conversion Notice requesting a Conversion of a Borrowing by way of U.S. Base Rate Loans or SOFR Loans int Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Borrowing into a Borrowing by way of Prime Loans; and (vi) any outstanding Rollover Notice requesting a Rollover of a Borrowing by way of
• Conversion Notice requesting a Conversion of such Borrowing into a Borrowing by way of Prime Loans.

The Agent shall promptly notify the Cdn. Borrower and the Lenders of any suspension of the such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 12:00 noon (Calgary time) on a Business Day and if not, then on the next following Business Day, except in connection with a Borrowing Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Borrowing Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 12:00 p.m. (Calgary time) two (2) Business Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Borrowing Notice, Conversion Notice or Rollover Notice, as applicable. 11.6 Funding Indemnity

In the event of (a) the payment of any principal of any SOFR Loan other than on the last day of the SOFR Interest Period applicable thereto (including as a result of an Event of Default), (b) the Conversion of any SOFR Loan other than on the last day of the SOFR Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, rollover or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any SOFR Loan other than on the last day of the SOFR Interest Period applicable thereto as a result of a request by the Borrowers pursuant to this Agreement, then, in any such event, the Borrowers shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 11.6 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 11.7 Benchmark Replacement Setting (a) Benchmark Replacement (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if

• a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition o such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the

cement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Adjusted Daily Simple SOFR, all interest payments will be payable on a monthly basis. (b) Benchmark Replacement Conforming Changes. In connection with the use, administration, (c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the (ii) the effectiveness of any Conforming Changes in connection with the use,

• (ii) urposes of this Section 11.7.
• adoption or implementation of a Benchmark Replacement, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
• Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 11.7(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 11.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 11.7. (d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation
• of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including at or after such time to reinstate such previously removed tenor.

(e) commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a Drawdown of, Conversion to or Rollover of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Drawdown of or Conversion to U.S. Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate. 12.1 Appointment and Authority as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions

ARTICLE 12 THE AGENT AND THE LENDERS

Each of the Lenders and the Swap Lenders hereby irrevocably appoints ATB to act on its behalf on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Swap Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term "Agent" herein or in any other Loan Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Laws. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 12.2 Rights as a Lender 12.3 Exculpatory Provisions

The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders. (a) The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in (i) shall not be subject to any fiduciary or other implied duties, regardless of whether (ii) shall not have any duty to take any discretionary action or exercise any

• nature. Without limiting the generality of the foregoing, the Agent:
  • a Default has occurred and is continuing;
• discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or Applicable Laws, including for

the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

• (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.
• (b) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Cdn. Borrower or a Lender. (c) The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
• statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 8 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent. 12.4 Reliance by Agent

The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Accommodation that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Accommodation. The Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 12.5 Delegation of Duties

The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-Agents appointed by the Agent. The Agent and any such sub-Agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-Agent and to the Related Parties of the Agent and any such sub-Agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Agent.

• 12.6 Resignation of Agent (a) The Agent may at any time give notice of its resignation to the Lenders and the Cdn. Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Cdn. Borrower, to appoint a successor, which shall be a bank with an office in Calgary, Alberta or Toronto, Ontario, or an Affiliate of any such bank with an office in Calgary, Alberta or Toronto, Ontario. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the "Resignation Effective Date"), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (c) of the definition (c) With effect from the Resignation Effective Date or the Removal Effective Date (as
  • thereof, the Required Lenders may, to the extent permitted by Applicable Laws, by notice in writing to the Cdn. Borrower and such Person remove such Person as Agent and, in consultation with the Cdn. Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the "Removal Effective Date"), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
• applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Cdn. Borrower and such successor. After the retiring or removed Agent's resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 14.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-Agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 12.7 Non-Reliance on Agent and Other Lenders such documents and information as it shall from time to time deem appropriate, continue to make its own

Each Lender and Swap Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or Swap Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Swap Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or Swap Lender or any of their Related Parties and based on decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

12.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents except in its capacity, as applicable, as the Agent, a Lender or a Swap Lender hereunder.

12.9 Agent May File Proofs of Claim In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Agent (irrespective of whether the principal of any Accommodation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

• (a) in respect of the Loans, Letters of Credit and all other Lender Outstandings that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agent and their respective counsel and all other amounts due to the Lenders and the Agent under Article 5 and Section 14.2 allowed in such judicial proceeding); and (b) to collect and receive any monies or other property payable or deliverable on any such due the Agent under Article 5 and Section 14.2. 12.10 Collateral and Guarantee Matters (a) In addition to the authority granted to the Agent in Section 6.11, the Lenders and the Swap
  • claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Swap Lender to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Lenders and the Swap Lenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its Agents and counsel, and any other amounts (i) to release any Security Interest on any property granted to or held by the Agent (ii) to release any Subsidiary of the Cdn. Borrower that has provided a Subsidiary (iii) to provide postponements of the Security with respect to any Security Interests clause (v) of the definition of Permitted Encumbrances; and (iv) to release the Security with respect to any Assets that are disposed of by a Loan

• Lenders irrevocably authorize the Agent, at its option and in its discretion,
• under the Loan Documents if unanimously approved, authorized or ratified in writing by the Lenders; Party to the extent such disposition is permitted by clauses (e) or (f) of the definition
  • Guarantee from its obligations under such Subsidiary Guarantee if such Person ceases to be a Material Subsidiary;
  • created by a Loan Party to the extent such Security Interests are permitted by
  • of Permitted Dispositions.

Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee pursuant to this

Section 12.10. (b) The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Agent's Security Interest over such Collateral, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 12.11 Rights and Obligations of Each Lender and Swap Lender (a) result in any other Lender or Swap Lender incurring any liability whatsoever, provided that (b) relieve any Loan Party or any other Lender or Swap Lender from its respective obligations

The rights and obligations of each Lender and Swap Lender under this Agreement are several, and no Lender shall be obligated to make Borrowings available to the Borrowers in excess of the amount of such Lender's Commitment. The failure of a Lender or Swap Lender to perform its obligations under this Agreement shall neither:

• a Lender shall remain liable at all times for the performance of the obligations of its Affiliate that is a Swap Lender; nor
• under any Loan Document.

Nothing contained herein or in any other Loan Document nor any action taken pursuant hereto or thereto shall be deemed to constitute the Lenders or Swap Lenders a partnership, joint venture or any other similar entity.

Each of the Lenders and Swap Lenders hereby acknowledge that, to the extent permitted by Applicable Laws, the remedies provided hereunder to the Lenders and Swap Lenders are for their benefit collectively and acting together and not severally, and further acknowledge that its rights hereunder are to be exercised not severally but collectively by the Agent upon the decision of the Required Lenders regardless of whether an Acceleration Notice has been delivered or an Event of Default under Sections 10.1(g) or 10.1(h) has occurred. Notwithstanding any of the provisions contained herein each of the Lenders and Swap Lenders hereby covenants and agrees that it shall not be entitled to individually take any action with respect to the Loan Documents including taking (including in respect of its Commitment or any indebtedness or liability owed to it) any action contemplated in Sections 10.2 and 10.5, but that any such action shall be taken only by the Agent with the prior written agreement or instructions of the Required Lenders; provided that notwithstanding the foregoing, if the Agent, having been adequately indemnified against costs and expenses of doing so by the Lenders, shall fail to carry out any such instructions of the Required Lenders, any Lender may do so on behalf of all Lenders and Swap Lenders and shall, in so doing, be entitled to the benefit of all protection give the Agent hereunder or elsewhere. 12.12 Notice to Lenders and Swap Lenders (a) where a time period is specified hereunder for the Agent or the Required Lenders to provide

Unless otherwise specifically dealt with in this Agreement, in the event the Agent delivers a written notice to a Lender or a Swap Lender requesting advice from such Lender or Swap Lender as to whether it consents or objects to any matter in connection with the Loan Documents, then, except as otherwise expressly provided herein, if such Lender or Swap Lender does not deliver to the Agent its written consent or objection to such matter:

any response, notice or other communication prior to the end of such period; or

(b) where no such time period is specified hereunder, then within 15 Business Days of the delivery of such written notice by the Agent to such Lender or Swap Lender;

such Lender or Swap Lender shall be deemed not to have consented thereto.

12.13 Notices between the Lenders or Swap Lenders, the Agent and the Borrowers All notices by the Lenders or Swap Lenders to the Agent shall be through the Agent's Branch of Account and all notices by the Agent to a Lender or Swap Lender shall be through such Lender's or Swap Lender's Branch of Account. All notices or communications between the Borrowers and the Lenders or Swap Lenders which are required or contemplated pursuant to the Loan Documents shall be given or made through the Agent at the Agent's Branch of Account. 12.14 Agent's Duty to Deliver Documents Obtained from the Borrowers as are furnished by the Borrowers to the Agent on behalf of such Lender pursuant to this Agreement, and 12.15 Arrangements for Borrowings

The Agent shall promptly, and in any event within five Business Days, deliver to each Lender, at its Branch of Account in hard copy or electronic form, such documents, papers, materials and other information the Cdn. Borrower shall provide the Agent with sufficient copies of all such information for such purpose.

The Agent shall promptly give written notice to each Syndicated Lender and Term Facility Lender at its Branch of Account upon receipt by the Agent of any notice given pursuant to Article 3 or Section 4.4. The Agent shall advise each Syndicated Lender and Term Facility Lender of the amount, date and details (i) of each Syndicated Borrowing and of such Syndicated Lender's share in each Syndicated Borrowing; and (ii) of each Term Borrowing and of such Term Facility Lender's share in each Term Borrowing. At or before 11:00 a.m. (Calgary time) on each Drawdown Date, Conversion Date or Rollover Date: of Loans by forwarding to the Agent the amount of Loans required to be made available by Acceptance Fees payable by the Borrowers to such Lender pursuant to Section 5.4). 12.16 Arrangements for Repayment of Borrowings

• (a) Loans: each Syndicated Lender and Term Facility Lender will make available to the Borrowers its share of Syndicated Borrowings and Term Borrowings (as applicable) by way such Lender; and
• (b) Bankers' Acceptances: each Syndicated Lender and Term Facility Lender will make available to the Borrowers its share of Syndicated Borrowings and Term Borrowings by way of Bankers' Acceptances by forwarding to the Agent the amount of the Discount Proceeds in respect of such Bankers' Acceptances (less the amount of applicable BA

(a) Prior to Demand or Acceleration: Prior to the delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Section 10.1(g) or 10.1(h), upon receipt by the Agent of payments from the Borrowers on account of principal, interest, fees or any other payment made to the Agent on behalf of the Syndicated Lenders or Term Facility Lender, the Agent shall pay over to each Syndicated Lender or Term Facility Lender at its Branch of Account the amount to which it is entitled under this Agreement and shall use its best efforts to make such payment to such Syndicated Lender or Term Facility Lender on the same Business Day on which such payment is received by the Agent. If the Agent does not remit any such payment to a Lender on the same Business Day as such payment is received by the Agent, the Agent shall pay interest thereon to such Lender until the date of payment at a rate determined by the Agent (such rate to be conclusive and binding on such Lender) in accordance with the Agent's usual banking practice in respect of deposits

of amounts comparable to the amount of such payment which are received by the Agent at a time similar to the time at which such payment is received by the Agent.

(b) Subsequent to Acceleration: Following delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Section 10.1(g) or 10.1(h), the Lenders and Swap Lenders shall share any payments subsequently received in accordance with Section 10.7.

• 12.17 Repayments by Lenders to Agent (a) Payments by Borrowers; Presumptions by Agent: Unless the Agent shall have received notice from the Cdn. Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Syndicated Lenders or Term Facility Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Syndicated Lenders or Term Facility Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the rate determined by the Agent (such rate to be conclusive and binding on such Lender) in accordance with banking industry rules on interbank compensation.
• (b) Funding by Lenders; Presumption by Agent: Unless the Agent shall have received notice from a Syndicated Lender or Term Facility Lender prior to a Drawdown Date, Conversion Date or Rollover Date that such Lender will not make available to the Agent the amount required to be made available to such Lender pursuant to this Agreement on such Drawdown Date, Conversion Date or Rollover Date, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding and may, in reliance upon such assumption, make or Term Facility Lender has not in fact made its share of the applicable advance available to the Agent, then the applicable Lender and the Borrowers severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but such Lender, at the rate determined by the Agent (such rate to be conclusive and binding on such Lender) in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to the applicable Accommodation. If the Borrowers and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable advance to the Agent, then the amount so paid shall constitute such Lender's Accommodation included in such advance. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Syndicated Lender or Term Facility Lender that shall have failed to make such payment to the Agent. 12.18 Adjustments Among Lenders

(a) Adjustments to Outstanding Borrowings. If any Syndicated Lender or Term Facility Lender shall, subsequent to the Adjustment Time, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Syndicated Borrowings or Term Borrowings resulting in such Lender receiving payment of a proportion of the aggregate amount of the Syndicated Borrowings or Term Borrowings and accrued interest thereon greater than its Applicable Percentage thereof as

provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) portions of the Syndicated Borrowings of the other Syndicated Lenders and Term Borrowings of the other Term Facility Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Syndicated Lenders and Term Facility Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Borrowings and Term Borrowings, provided that: (i) if any such participations are purchased and all or any portion of the payment

• giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
• (ii) made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a the assignment of or sale of a participation in any of its Borrowings to any assignee or participant, other than to the Cdn. Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).
• (b) Application of Payments: The Lenders and Swap Lenders agree that, after the Adjustment Time, the amount of any repayment made by the Borrowers under, and the amount of any proceeds from the exercise of any rights or remedies of the Agent, the Lenders and Swap Lenders under the Loan Documents will, subject to Section 10.7, be applied in a manner so that to the extent possible the amount of Lender Outstandings of each Lender and Swap Lender which remain outstanding after giving effect to such application will be in the same proportion as its Applicable Percentage of the aggregate Lender Outstandings of all Lenders and Swap Lenders and, after repayment of all Syndicated Borrowings, Operating Borrowings, Term Borrowings and Permitted Swap Indebtedness, will be applied on account of any remaining Swap Indebtedness. this Section 12.18, there shall not be taken into account for the purposes of computing any amount payable to a Lender or Swap Lender pursuant to this Section 12.18, any amount
• (c) Receipt of Payments other than Borrowings: Notwithstanding anything contained in which such Lender or Swap Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by a Loan Party to such Lender or Swap Lender other than on account of Syndicated Borrowings, Operating Borrowings, Term Borrowings or Swap Indebtedness; provided that, if at any time a Lender or Swap Lender receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of monies owing or payable to it by a Loan Party in respect of liabilities of a Loan Party under Syndicated Borrowings, Operating Borrowings, Term Borrowings or Swap Indebtedness, such payments will be applied in accordance with Section 10.7; provided further that the provisions of this Section 12.18(c) shall not apply to: (i) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender (ii) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender
  • under a Permitted Swap against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Permitted Swap entered into between such parties; or
  • under a Lender Swap (other than a Permitted Swap) against amounts owing by such Swap Lender (including, for clarity, its Affiliates) to a Loan Party under any Lender Swap (other than a Permitted Swap) entered into between such parties.

To the extent that a Lender Swap is entered into by an Affiliate of a Lender, that Lender shall cause such Affiliate to comply with the provisions of this Section 12.18, and such obligation shall survive such Lender (at any time after any such Lender Swap was entered into) ceasing to be a Lender hereunder.

(d) Borrowers Consent: The Borrowers consent to the foregoing and agrees, to the extent it may effectively do so under Applicable Laws, that any Lender or Swap Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender or Swap Lender were a direct creditor of the Borrowers in the amount of such participation. The Borrowers agree, at the request of the Lender, to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders and Swap Lenders pursuant to this Section 12.18 but shall incur no increased indebtedness, in aggregate, by reason thereof. 12.19 Lenders' Consents to Waivers, Amendments, etc. (i) a change in the types of Accommodations or interest periods relating thereto; (ii) a decrease in interest rates, standby fees, the Applicable Margin or the Standby (iii) a change in notice periods or the amount of any payments payable by the Section 10.7; (iv) an increase in the Commitment of any Lender, or in the Total Commitment;

• (a) Unanimous Consent of Lenders: Any waiver of or any amendment to a provision of the Loan Documents which relates to:

  • Fee Rate;

• Borrowers to any Lender under this Agreement, including any waiver of the time of payment thereof, or a change to the required allocation of payments under (v) a change in the definition of "CDOR Rate", "Discount Rate" or "Required Lenders"; (vi) the postponement of the Maturity Date of a Lender, other than as provided for (vii) a covenant in Section 9.1 or Section 9.3; (viii) an Event of Default under Section 10.1(a) or 10.1(b); (ix) this Section 12.19; (x) any release, postponement, subordination or modification of the Security except as provided in Sections 6.11 and 12.10 and except for modifications which are (xi) any matter which, pursuant to the Loan Documents, specifically requires the

  • herein;

  • mechanical and administrative in nature; or

  • consent or agreement of all of the Lenders, rather than the consent or agreement of "the Lenders" or the "Required Lenders" or "the Agent";

shall bind the Syndicated Lenders, the Term Facility Lenders, the Cash Management Lenders, the Creditcard Lenders and the Swap Lenders only if such waiver or amendment is agreed to in writing by all of the Syndicated Lenders and Term Facility Lenders.

• (b) Majority Consent: Subject to Section 12.19(a) and except as otherwise provided in the Loan Documents, any waiver, consent to or any amendment to any provision of the Loan Documents and any action, consent or other determination in connection with the Loan Documents shall bind all of the Syndicated Lenders, the Term Facility Lenders, the Cash Management Lenders, the Creditcard Lenders, Swap Lenders, and the Operating Lender if such waiver, amendment, action, consent or other determination is agreed to in writing by the Required Lenders. 12.20 Reimbursement of Agent's Expenses or Lender's Costs
  • (c) Agent's Consent: Any waiver, consent to or any amendment to any provision of the Loan Documents which relates to the rights or obligations of the Agent shall require the agreement of the Agent thereto.
  • (d) Operating Lender's Consent: Any waiver, consent to or any amendment to any provision of the Loan Documents which relates to the rights or obligations of the Operating Lender shall only require the agreement of the Operating Lender thereto.
  • (e) Fronting Lender's Consent: Any waiver, consent to or any amendment to any provision of the Loan Documents which relates to the rights or obligations of a Fronting Lender shall require the agreement of such Fronting Lender thereto.

Each Lender agrees that it will indemnify the Agent for its Applicable Percentage of the Total Syndicated Facility Commitment and its Applicable Percentage of the Total Term Facility Commitment of any and all costs, expenses and disbursements (including those costs and expenses referred to in Section 14.2) which may be incurred or made by the Agent in good faith in connection with the Loan Documents, and agrees that it will, on written demand detailing such costs, expenses and disbursements, reimburse the Agent for any such costs, expenses or disbursements for which the Agent is not promptly reimbursed at any time by the Borrowers. The Agent may refrain from exercising any right, power or discretion or taking any action to protect or enforce the rights of any Lender under the Loan Documents until it has been so reimbursed. 12.21 Indemnity of Agent

Each Swap Lender that is not a Lender agrees that it will indemnify the Agent for any and all costs, expenses and disbursements which may be incurred or made by the Agent in good faith in connection with the enforcement of the Loan Documents or Security on behalf of such Swap Lender and agrees that it will, on written demand detailing such costs, expenses and disbursements, reimburse the Agent for any such costs, expenses or disbursements for which the Agent is not properly reimbursed at any time by the Borrowers. The Agent may refrain from exercising any right, power or discretion or taking any action to protect or enforce the rights of any such Swap Lender under the Loan Documents or Security until it has been so reimbursed. provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages,

Each Lender hereby agrees to indemnify the Agent (to the extent not reimbursed by the Borrowers) as to its Applicable Percentage of the Total Syndicated Facility Commitment and its Applicable Percentage of the Total Term Facility Commitment from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Agent under or in respect of the Loan Documents; penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross

negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Applicable Percentage of the Total Syndicated Facility Commitment and its Applicable Percentage of the Total Term Facility Commitment of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, the Loan Documents, but only to the extent that the Agent is not reimbursed for such expenses by the Borrowers. 12.22 Sharing of Information Subject to Section 13.4, the Borrowers authorize the Agent and each Lender and Swap Lender to 12.23 Amendment to this Article 12 Save and except for the provisions of Sections 12.6 and 12.21, the provisions of this Article 12 may

share among each other, with any of their Affiliates, and with any successor, assignee, or any potential assignee, any information possessed by it regarding a Loan Party or the Loan Documents.

be amended or added to, from time to time, without the agreement of the Borrowers, provided such amendment or addition does not adversely affect the rights of the Borrowers hereunder or increase, in the aggregate, the liabilities of the Borrowers hereunder. A copy of the instrument evidencing such amendment or addition shall be forwarded by the Agent to the Cdn. Borrower as soon as practicable following the execution thereof; provided that after an Event of Default a failure to do so by the Agent shall not render it liable in damages to the Borrowers. 12.24 The Agent, Fronting Lender and Defaulting Lenders (a) Each Defaulting Lender shall, to the extent permitted by law, be required to provide to the

• Agent cash in an amount, as shall be determined from time to time by the Agent or any Fronting Lender, as the case may be, in its discretion, equal to all obligations of such Defaulting Lender to the Agent or such Fronting Lender that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender's obligation to pay its Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrowers. Such cash shall be held by the Agent in one or more cash collateral accounts, which accounts shall be in the name of the Agent and shall not be required to be interest bearing. The Agent shall be entitled to apply the foregoing cash in accordance with Section 12.21, in the case of amounts owing to the Agent, or to pay the amounts owing to such Fronting Lender from the Defaulting Lender, in the case of amounts owing to such Fronting Lender pursuant hereto (including pursuant to Section 3.10). (b) In addition to the indemnity and reimbursement obligations noted in Section 12.21, the Section 12.21. Each Defaulting Lender agrees to indemnify each other Lender for any (c) The Agent shall be entitled to set off any Defaulting Lender's Applicable Percentage of all
• Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) rateably according to their respective Applicable Percentages (and in calculating the Applicable Percentage of a Lender, ignoring the Commitments of Defaulting Lenders) any amount that a Defaulting Lender fails to pay the Agent and which is due and owing to the Agent pursuant to amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. withhold and deposit in one or more non-interest bearing cash collateral accounts in the
• payments received from the Borrowers against such Defaulting Lender's obligations to make payments and fund Accommodations required to be made by it and to purchase participations required to be purchased by it in each case under this Agreement and the other Loan Documents. To the extent permitted by law, the Agent shall be entitled to name of the Agent all amounts (whether principal, interest, fees or otherwise) received by

the Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Agent:

• (i) first, to reimburse the Agent for any amounts owing to it, in its capacity as Agent, by such Defaulting Lender pursuant to any Loan Document;
• Fronting Lenders pursuant to any Loan Document;
• (ii) second, to the payment of any amounts owing by such Defaulting Lender to the (iii) third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender pursuant to Section 14.2 in order to fund a shortfall created by a Defaulting Lender and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations;
• (iv) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Agent or the Fronting Lenders owing pursuant to this Agreement in such amount as shall be determined from time to time by the Agent in its discretion, including such Defaulting Lender's obligation to pay its Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrowers; and (v) fifth, to fund from time to time the Defaulting Applicable Percentage of Lender
• Outstandings.
• (d) For greater certainty and in addition to the foregoing, neither the Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Agent as determined by a final non-appealable judgement of a court of competent jurisdiction. (e) Notwithstanding any other provision hereof to the contrary, so long as any Lender is a 12.25 Erroneous Payments (a) If the Agent notifies a Lender or any person who has received funds on behalf of a Lender
  • Defaulting Lender, no Fronting Lender shall be obligated to issue any Fronted Letter of Credit unless and until the applicable Fronting Lender (or the Agent on its behalf) has been provided with cash collateral to fully collateralize the applicable Fronting Lender's exposure to each such Defaulting Lender on terms and conditions satisfactory to the Fronting Lender in its discretion, acting reasonably.

(any such Lender or other recipient, a "Payment Recipient") that the Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 12.25(b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an "Erroneous Payment") and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to any Payment Recipient who

received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in United States Dollars, the Federal Funds Rate and, and in respect of an Erroneous Payment in Canadian Dollars, at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent) and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this Section 12.25(a) shall be conclusive, absent manifest error. (b) Without limiting Section 12.25(a), each Lender or any person who has received funds on (i) (A) in the case of immediately preceding subparagraphs (i) or (ii), an error shall be

• behalf of a Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (i) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (ii) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) or (iii) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (ii) such Lender shall (and shall cause any other recipient that receives funds on its so notifying the Agent pursuant to this Section 12.25(b)(ii). (c) Each Lender hereby authorizes the Agent to set off, net and apply any and all amounts at
  • presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately subparagraph (iii)), in each case, with respect to such payment, prepayment or repayment; and
  • respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is
• any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender from any source, against any amount due to the Agent under Section 12.25(a) or under the indemnification provisions of this Agreement.
• (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance Section 12.25(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an "Erroneous Payment Return Deficiency"), upon the Agent's notice to such Lender at any time, (a) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments), the "Erroneous Payment Deficiency Assignment") at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment and Assumption as to which the Agent and such parties are participants with respect to such Erroneous Payment Deficiency Assignment, (b) the Agent

as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (c) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (d) the Agent may reflect in the register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Documents with respect to each Erroneous Payment Return Deficiency. (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, (f) To the extent permitted by Applicable Laws, no Payment Recipient shall assert any right

• discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from (a) a Borrower or any other Loan Party or (b) the proceeds of realization from the enforcement of one or more of the Loan Documents against or in respect of one or more of the Loan Parties, in each case, for the purpose of making such Erroneous Payment. (g) Each party's obligations, agreements and waivers under this Section 12.25 shall survive (h) For purposes of this Section 12.25, each Lender: (i) agrees it is executing and delivering this Agreement with respect to this Section
• or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on "discharge for value" or any similar doctrine. (ii) represents, warrants, covenants and agrees that its Affiliates referred to in this
• the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
• • 12.25 both on its own behalf and as agent for and on behalf of its Affiliates referred to in this Section 12.25 and any person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates;
  • Section 12.25 and any person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates are bound by the provisions of this Section 12.25; and

(iii) agrees that any matter or thing done or omitted to be done by such Lender, its Affiliates or any person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates which are the subject of this Section 12.25 will be binding upon such Lender and each Lender does hereby indemnify and save the Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Agent and its Affiliates resulting from the failure of such Lender, its Affiliates or such persons to comply with their obligations under and in respect of this Section 12.25, in each case, in accordance with and subject to the limitations in Section 12.21. 13.1 Successors and Assigns

ARTICLE 13

SUCCESSORS AND ASSIGNS AND JUDGMENT CURRENCY

• (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with Section 13.1(b), (ii) by way of participation in accordance with Section 13.1(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 13.1(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 13.1(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. owing to it); provided that (in each case with respect to any Facility) any such assignment (i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the specified in Section 13.1(b)(i)(B) in the aggregate or in the case of an
• (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Borrowings at the time shall be subject to the following conditions:
• assigning Lender's Commitment and/or the Borrowings at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount minimum amount need be assigned; and (B) in any case not described in Section 13.1(b)(i)(A), the aggregate amount
• of the Commitment (which for this purpose includes Borrowings outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Borrowings of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than Cdn. $5,000,000, in the case of any assignment in respect of the Syndicated Facility or the Term Facility, or in the case of any assignment in respect of the Operating

Facility Commitment, all of such Commitment, unless each of the Agent and, so long as no Default has occurred and is continuing, the Cdn. Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

• Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Borrowings or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis. Required Consents. No consent shall be required for any assignment except to the extent required by Section 13.1(b)(i)(B) and, in addition:
• the consent of the Cdn. Borrower (such consent not to be unreasonably withheld or delayed) shall be required un is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Cdn. Borrower shall be deemed to have consented to any assignment that requires the Cdn. Borrower's consent unless it shall object thereto by written notice to the Agent within five Business Days after having received notice thereof and provided, further, that the Cdn. Borrower's consent shall not be required during the primary syndication of the Syndicated Facility or Term Facility; unreasonably withheld or delayed) shall be required for assignments in respect of the Syndicated Facility or Term Facility if such assignment is to Assignment and Assumption. The parties to each assignment shall execute and and recordation fee of ; provided that the Agent may, in its sole
  • the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Facility if er with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
  • the consent of each Fronting Lender (such consent not to be a Person that of such Lender or an Approved Fund with respect to such Lender. discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire. Cdn. Borrower or any of its Subsidiaries or Affiliates or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B). No Assignment to Natural Persons natural Person. . No such assignment shall be made to a obligations of any Defaulting Lender hereunder, no such assignment shall be
• deliver to the Agent an Assignment and Assumption, together with a processing (vii) Certain Additional Payments. In connection with any assignment of rights and
• No Assignment to Certain Persons. No such assignment shall be made to (A) the

effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Cdn. Borrower and the Agent, the applicable pro rata share of Borrowings previously requested but not funded by the Defaulting Lender, to each pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each acquire (and fund as appropriate) its full pro rata share of all Borrowings in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Laws without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. the assignee thereunder shall be a party to this Agreement and, to the extent of the interest

Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article 11 and Section 14.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.1(d).

• (c) Register. The Agent, acting solely for this purpose as an Agent of the Borrowers, shall maintain at one of its offices in Calgary, Alberta a copy of each Assignment and Assumption and the Commitments of, and principal amounts of the Borrowings owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms available for inspection by the Cdn. Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. portion of its Commitment and/or the Borrowings owing to it); provided that (i) such Lender's (iii) the Borrowers, the Agent and Lenders shall continue to deal solely and directly with
• (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Agent, sell participations to any Person (other than a natural Person or the Cdn. Borrower or any of its Subsidiaries or Affiliates) (each, a "Participant") in all or a obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and such Lender in connection with such Lender's rights and obligations under this Agreement.

For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.21 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 12.19(a) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 11.1, 11.2 and 11.3 (subject to paragraph (e) of this Section 13.1) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.1(b); provided that such Participant agrees to be subject to the provisions of Section 11.3 as if it were an assignee under Section 13.1(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.6 as though it were a Lender; provided that such Participant agrees to be subject to Section 12.18 as though it were a Lender.

• (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 11.1 and 11.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Cdn. Borrower's prior written e entitled to the benefits of Section 11.2 unless the Cdn. Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 11.2(e) as though it were a Lender.
• (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or equivalent institution; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

13.2 Judgment Currency

If for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement it becomes necessary to convert into the currency of such jurisdiction (herein called the "Judgment Currency") any amount due hereunder in any currency other than the Judgment Currency, then such conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For such purpose, "rate of exchange" means the spot rate at which the Agent or the Operating Lender, as applicable, on the relevant date at or about 10:00 o'clock a.m. (Calgary time), would be prepared to sell a similar amount of such currency in Calgary, Alberta against the Judgment Currency. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, the Borrowers shall, on the date of payment, pay such additional amounts (if any) as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of payment is the amount then due under this Agreement in such other currency. Any additional amount due from the Borrowers under this Section 13.2 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.

13.3 Swap Lender

If any Swap Lender (or its Affiliate, if such Swap Lender is not a Lender) for any reason ceases to be a Lender, such Swap Lender shall continue to be bound by and entitled to the benefit of the terms and conditions hereof in such capacity and entitled to the benefit of the Security until such time as it is no longer a party to the Swaps existing with any Loan Party at the time it (or such Affiliate, if applicable) ceases to be

a Lender, with the exception of any indemnities of, or in favour of, such Swap Lender hereunder existing at that time and which shall survive such termination.

13.4 Certain Information; Confidentiality Each of the Agent, the Lenders and the Swap Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed:

• (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made shall have a need to know such information and be informed of the confidential nature of such Information and instructed to keep such Information confidential, or the Cdn. Borrower shall clearly mark such information as confidential); (b) to the extent required or requested by any regulatory authority purporting to have (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan
• jurisdiction over such Person or its Related Parties (including the Office of the Superintendent of Financial Institutions or similar body and any self-regulatory authority, such as the National Association of Insurance Commissioners);
• process;
• Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder;
• (f) subject to an agreement containing provisions substantially the same as those of this Section 13.4, to (i) any Eligible Assignee or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to any rating agency in connection with rating the Borrowers or its (h) with the consent of the Cdn. Borrower; or provided that the Lender is not aware of any confidentiality obligations between such
• Subsidiaries or the Facilities;
• (i) respective Affiliates on a non-confidential basis from a source other than the Borrowers, source and the Borrowers or the other Loan Parties.

For purposes of this Section, "Information" means all information received from the Cdn. Borrower or any of its Subsidiaries relating to the Cdn. Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by the Cdn. Borrower or any of its Subsidiaries; provided that, in the case of information received from the Cdn. Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

• 13.5 Dissenting Lenders If a Lender (in this Section 13.5 called a "Dissenting Lender"): (a) withholds its consent or its approval following a request of the Cdn. Borrower as provided in this Agreement and, as a result, the consent of the Required Lenders or all of the Lenders, as the case may be, cannot be obtained in connection with such request, or (b) makes a claim for Additional Compensation under Section 11.1; or

  • 11.4;

(c) determines that it is unable to make, fund or maintain Accommodations pursuant to Section (and in the case of clauses (b) or (c), no other Lender has concurrently made such claim or determination), the Borrowers may, so long as there exists no Default or Event of Default which is continuing, by giving notice to each Dissenting Lender and to the Agent within 10 Business Days of being notified by the Agent of whether the Lenders have consented to such request (in the case of clause (a) above) or have made such claim or determination (in the case of clause (b) or (c) above):

• (d) designate an alternate lender or lenders (which need not be an existing Lender) to purchase an assignment in accordance with Section 13.1 of a Dissenting Lender's Commitment and the related Lender Outstandings (which alternate lender shall purchase such assignment prior to the expiry of such 10 Business Day period), provided that no Lender shall be obligated to make any such assignment as a result of a demand by the Cdn. Borrower pursuant to this Section 13.5 unless said assignment is done on a without warranty basis; and/or (e) repay all Lender Outstandings of a Dissenting Lender prior to the expiry of such 10 Business Day period; provided that if (in the case of clause (a) above) such Dissenting
• Lender(s) arises from the failure to obtain Required Lenders' consent (as opposed to all Lenders' consent), the Cdn. Borrower requires the prior consent of all Lenders that are not Dissenting Lenders in order to exercise this repayment right;

and in each case unless and until such Dissenting Lender shall have received one or more payments from either the Borrowers or one or more assignees in an aggregate amount at least equal to the Lender Outstandings owing to such Dissenting Lender, together with accrued interest thereon to the date of payment of such Lender Outstandings and all other amounts payable to such Dissenting Lender under the Loan Documents (including all losses, costs and expenses suffered or incurred by the Dissenting Lender as a result of complying with this Section 13.5 and all amounts owing under Section 12.20). Any such alternate lender (other than an existing Lender) is subject to the Agent's prior consent, such consent not to be unreasonably withheld. For clarity, if the Borrowers exercise their rights under this Section 13.5 and there is more than one Dissenting Lender, the Borrowers must deal with all Dissenting Lenders in the same manner. 14.1 Severability

ARTICLE 14 MISCELLANEOUS

Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction does not invalidate, affect or impair the remaining provisions hereof in such jurisdiction and any such prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable such provision in any other jurisdiction.

• 14.2 Defaulting Lenders (a) Termination of Defaulting Lender: The Cdn. Borrower may terminate the unused amount of the Commitment of any Syndicated Lender or Term Facility Lender that is a Defaulting Lender upon not less than 10 Business Days' prior notice to the Agent (which shall promptly notify the Lenders of such notice), and in such event the provisions of Section 14.2(b)(ii) will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrowers, the Agent or any Lender may have against such Defaulting Lender. (i) Waivers and Amendments. A Defaulting Lender shall not be included in (including any consent to any amendment or waiver pursuant to Section 12.19), provided that any waiver, amendment or modification requiring the consent of all

  • (b) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Laws:

• determining whether all Lenders have taken or may take any action hereunder Lenders or each affected Lender that (A) materially and adversely affects such Defaulting Lender differently than other affected Lenders, (B) increases the Commitment or extends the Maturity Date of such Defaulting Lender, or (C) relates to the matters set forth in Sections 12.19(a)(i), 12.19(a)(ii), 12.19(a)(iii), 12.19(a)(iv) (only in so far as it relates to the Commitment of such Defaulting Lender), 12.19(a)(v), 12.19(a)(vi) and 12.19(a)(x), shall require the consent of such Defaulting Lender. For the avoidance of doubt, the Borrowers shall retain and reserve its other rights and remedies respecting each Defaulting Lender. (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other by the Agent from a Defaulting Lender pursuant to Section 10.6 shall be applied at (A) first, to the payment of any amounts owing by such Defaulting Lender to (B) second, as the Cdn. Borrower may request (so long as no Default or Event Defaulting Lender has failed to fund its portion thereof as required by this (C) third, if so determined by the Agent and the Cdn. Borrower, to be held in a

  • amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 10 or otherwise) or received such time or times as may be determined by the Agent as follows: (D) fourth, to the payment of any amounts owing to the Lenders as a result of
    • the Agent hereunder;
    • of Default exists), to the funding of any Borrowing in respect of which such Agreement, as determined by the Agent;
    • deposit account and released pro rata in order to satisfy such Defaulting Lender's potential future funding obligations with respect to Borrowings under this Agreement;
    • any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement;

• (E) fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers or the other Loan Parties as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers or the other Loan Parties against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and (F) sixth, to such Defaulting Lender or as otherwise directed by a court of

• competent jurisdiction;

provided that if (x) such payment is a payment of the principal amount of any Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Borrowings of all Non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Borrowings of such Defaulting Lender until such time as all Borrowings are funded. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 14.2(b)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (c) Certain Fees. The standby fees payable pursuant to Section 5.12 shall cease to accrue of the effective date specified in such notice and subject to any conditions set forth therein,

• on the unused portion of the Commitment of such Defaulting Lender.
• (d) Defaulting Lender Cure. that Lender will, to the extent applicable, purchase at par that portion of outstanding Borrowings of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Borrowings to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender. any of its Affiliates nor any of their respective shareholders, officers, directors, employees,
• (e) Exclusion. For greater certainty and in addition to the foregoing, neither the Agent nor agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers to a Defaulting Lender and received and deposited by the Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Agent as determined by a final non-appealable judgment of a court of competent jurisdiction.
• (f) Funding of Defaulting Lender's Share. If the Agent has actual knowledge that a Lender is a Defaulting Lender at the time that the Agent receives (i) a Borrowing Notice or (ii) a Conversion Notice that will result in a currency conversion, then each other Lender shall fund its Applicable Percentage of such affected Accommodation (and, in calculating such Applicable Percentage, the Agent shall ignore the Commitments of each such Defaulting Lender); provided that, for certainty, no Lender shall be obligated by this Section 14.2(f) to make or provide Accommodations in excess of its Commitment. If the Agent acquires actual knowledge that a Lender is a Defaulting Lender at any time after the Agent received

(i) a Borrowing Notice or (ii) a Conversion Notice that will result in a currency conversion, then the Agent shall promptly notify the Cdn. Borrower that such Lender is a Defaulting Lender (and such Lender shall be deemed to have consented to such disclosure). Each Defaulting Lender agrees to indemnify each other Lender for any amounts funded or paid by such Lender under this Section 14.2(f) and which would otherwise have been funded or paid by the Defaulting Lender if its Commitment had been included in determining the Applicable Percentage of such affected Accommodations. 14.3 Expenses, Indemnity, Damage Waiver

• (a) Borrowers' Deliverables. All statements, reports (including environmental reports), certificates, opinions and other documents or information required to be furnished to the Agent or the Lenders or by any other Loan Party under this Agreement shall be supplied by the Borrowers without cost to the Agent or any Lender.
• (b) Reimbursement. The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of legal counsel for the Agent for a solicitor and his own client basis and engineering and other expert or professional costs and fees incurred in relation to the Facilities), in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (excluding any Swap Credit Documents), or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Operating Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Agent or any Lender (including the fees, charges and disbursements of any counsel for the Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents (excluding the Swap Credit Documents), including its rights under this Section 14.3, or (B) in connection with the Accommodations hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Accommodations.
• (c) General Indemnity. The Borrowers shall indemnify the Agent (and any sub-agent thereof) and each Lender, and each Related Party (excluding any Swap Lender) of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties (excluding any Swap Lender) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document (excluding any Swap Credit Documents) or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom (including any refusal by the Operating Lender to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the

gross negligence or willful m by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document (excluding any Swap Credit Documents), if the Borrowers or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

• (d) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 14.3 to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender's Applicable Percentage of the Total Commitment at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this paragraph (d) are subject to Section 12.11. agreement or instrument contemplated hereby, the transactions contemplated hereby or
• (e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Laws, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document (excluding any Swap Credit Documents) or any thereby, any Accommodation, or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) Payments. All amounts due under this Section 14.3 shall be payable promptly, and in any (g) Survival. Each party's obligations under this Section 14.3 shall survive the termination of 14.4 Failure to Act 14.5 Waivers
  • event within five Business Days, after demand therefor.
  • the Loan Documents and payment of the obligations hereunder.

No failure, omission or delay on the part of the Agent, any Lender or any Swap Lender in exercising any right, power or privilege hereunder shall impair such right, power or privilege or operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

No breach of any of the provisions of any of the Loan Documents (excluding any Swap Credit Documents) may be waived or discharged verbally; any such waiver or discharge may only be made by way of an instrument in writing signed by either the Agent on behalf of the Lenders or the Required Lenders, as applicable, and, if required by the Agent, the Loan Parties, and such waiver or discharge will then be effective only in the specific instance, for the specific purpose and for the specific length of time for which it is given. Any such waiver or discharge which affects the rights of the Agent may only be made by way of an instrument in writing signed by the Agent.

14.6 Amendments No provision of the Loan Documents (excluding any Swap Credit Documents) may be amended verbally and any such amendment may only be made by way of an instrument in writing signed (subject to Section 12.23) by the Borrowers, the Agent and the Lenders required by Section 12.19.

• 14.7 Notice (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile to the address set out opposite the intended recipient's name on its signature page hereto (in the case of the Borrowers and the Agent) and on Schedule "A" (in the case of the Lenders). Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Internet or intranet websites) pursuant to procedures approved by the Agent, provided that
  • (b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including email and the foregoing shall not apply to notices to any Lender if such Lender has notified the Agent that it is incapable of receiving notices by electronic communication. The Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return email or other written acknowledgement), and notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient as its email address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor, provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent within normal business hours of the recipient, such notice or other communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. (i) The Borrowers agree that the Agent may, but shall not be obligated to, make the (ii) The Platform is provided "as is" and "as available." The Agent Parties (as defined

(c) Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform.

• Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralink, Syndtrak or a substantially similar electronic transmission system (the "Platform").
• below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express,

implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Borrowers or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrowers', any Loan Party's or the Agent's transmission of communications through the Platform. "Communications" means, collectively, any notice, demand, communication, information, document or other material that the Borrowers or any Loan Party provides to the Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform. 14.8 Governing Law Canada applicable therein. There shall be no application of any conflict of law or other rules which would

The parties agree that this Agreement is conclusively deemed to be made under, and for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and of result in any laws other than internal laws in force in the Province of Alberta applying to this Agreement. The parties hereto do hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this Agreement or any other Loan Document (other than the Swap Credit Documents), or any of the transactions contemplated hereby or by any thereof, without prejudice to the rights of the Agent or any Lender to take proceedings in other jurisdictions. 14.9 Term of Agreement and Survival under any Loan Document. Notwithstanding the foregoing, the indemnities in Sections 9.6 and 14.3(c) 14.10 Time of Essence 14.11 Anti-Money Laundering Legislation

This Agreement and all covenants, undertakings, agreements, representations and warranties shall continue and survive until the termination of all Loan Documents (excluding the Swap Credit Documents) or, in the case of the Swap Credit Documents, the expiry or termination of such documents, such that thereafter there is not nor can there be any Borrowings, Lender Outstandings or Swap Indebtedness arising shall survive any such termination.

Time shall be of the essence of this Agreement.

(a) The Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, antiterrorist financing, government sanction and "know your client" Applicable Laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, "AML Legislation"), the Lenders and the Agent may be required to obtain, verify and record information regarding the Borrowers, their directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrowers, and the transactions contemplated hereby. The Borrowers shall promptly: (i) provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, or any prospective assignee of a Lender or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence; and (ii) notify the recipient of any such information of any changes thereto.

• (b) If, upon the written request of any Lender, the Agent has ascertained the identity of the Borrowers or any other Loan Party or any authorized signatories of the Borrowers or any other Loan Party for the purposes of applicable AML Legislation on such Lender's behalf, then the Agent; (i) shall be deemed to have done so as an agent for such Lender, and this Agreement (ii) shall provide to such Lender copies of all information obtained in such regard
  • shall constitute a "written agreement" in such regard between such Lender and the Agent within the meaning of applicable AML Legislation; and
  • without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence, each of the Lenders agrees that the Agent has no obligation to ascertain the identity of the Borrowers or any other Loan Party or any authorized signatories of the Borrowers or any other Loan Party, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrowers or any other Loan Party or any such authorized signatory in doing so. 14.12 Conflict with Other Documents

In the event there is a conflict or inconsistency as to any matter between the provisions hereof and the provisions of any other Loan Document (excluding any Swap Credit Documents), the provisions of this Agreement shall prevail to the extent of such conflict or inconsistency; provided that for the purposes of this Section 14.12 there shall not be considered to be a conflict or inconsistency between any provision hereof and any provision of any other Loan Document (excluding any Swap Credit Documents) merely because such Loan Document (excluding any Swap Credit Documents) does, and this Agreement does not, deal with the particular matter. 14.13 Saskatchewan Legislation 14.14 Counterparts; Integration, Effectiveness; Electronic Execution

The Land Contracts (Actions) Act of the Province of Saskatchewan shall have no application to any action, as defined in The Land Contracts (Actions) Act, with respect to this Agreement or the other Loan Documents and The Limitation of Civil Rights Act of the Province of Saskatchewan shall have no application to this Agreement or the other Loan Documents. The Borrowers agree that the provisions of both The Land Contracts (Actions) Act (Saskatchewan) and The Limitation of Civil Rights Act (Saskatchewan) are hereby waived. (b) Except as provided in Section 8.1, this Agreement shall become effective when it shall

• (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
• have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.
• (c) Electronic Execution of Assignments. The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption shall be deemed to include

electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Laws. 14.15 Further Assurances

The Borrowers, the Agent and each of the Lenders shall do all such further acts and things and execute and deliver all such further documents as shall be reasonably required in order to ensure the terms and provisions of the Loan Documents are fully performed and carried out.

14.16 Waiver of Jury Trial EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 14.17 USA Patriot Act 14.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) the (Patriot Act) hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act. (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability;

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

• to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
• (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its Lender Parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

14.19 Amendment and Restatement Effective as of the Effective Date, the Existing Credit Agreement is hereby amended and restated as set forth herein without in any way affecting the rights or obligations of any party which may have accrued pursuant to the provisions of the Existing Credit Agreement prior to their amendment hereby, and is, as so amended and restated, hereby ratified and confirmed. Further, it is acknowledged and agreed that all amounts outstanding under the Existing Credit Agreement and other obligations of the Loan Parties outstanding under the Existing Credit Agreement prior to the Effective Date, shall continue to be outstanding under this Agreement as of the Effective Date and shall be deemed to be Obligations under this Agreement. For certainty, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under the Syndicated Facility.

[Remainder of Page intentionally left blank]

Schedule "A" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY S ERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

COMMITMENTS AND ADDRESSES

as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent
	COMMITMENTS AND ADDRESSESSyndicatedFacility	OperatingFacility	Term FacilityCommitment
Lender	Commitment	Commitment
ATB Financial
- 8thSuite410,585Avenue S.W.Calgary, Alberta T2P 1G1
asSyndicated Lender and Term FacilityLenderAttention:FaxNo.:
asOperatingLenderAttention:FaxNo.:
Canadian Western Bank
Suite 100, 12230 Jasper Avenue NW,Edmonton, AB T5N 3K3
Attention:FaxNo.:
The Toronto-Dominion Bank
Suite 1100, 421 7thAvenue S.W. Calgary,Alberta T2P 4K9
Attention:FaxNo.:
HSBC Bank Canada
Suite 900, 407 8th Avenue S.W.Calgary, AB T2P 1E5
Attention:FaxNo.:

Schedule "B" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

FORM OF BORROWING NOTICE

• TO: ATB Financial ("ATB"), as Agent RE: Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent") DATE: _____________________, 20___ 1. The Drawdown Date is _____________, 20___. 2. Pursuant to Section 3.6 of the Credit Agreement, the undersigned hereby irrevocably requests that

• the following Accommodations be made available under the applicable Facility:

		FORM OF BORROWING NOTICE
	JulyLenders (the "Agent")	, 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc.
Syndicated Facility:	TYPE OF ADVANCE	the following Accommodations be made available under the applicable Facility:PRINCIPAL AMOUNT AND CURRENCY	TERM
Prime Loan			N/A
U.S. Base Rate Loan			N/A
Bankers' Acceptances
SOFR Loanissued by [ATBFronting Lender	Fronted Letter of Credit, to be

B-3Term Facility:TYPE OF ADVANCEPRINCIPAL AMOUNT AND CURRENCYTERMPrime LoanN/ABankers' AcceptancesOperating Facility:TYPE OF ADVANCEPRINCIPAL AMOUNTTERMPrime LoanN/AU.S. Base Rate LoanN/AIf a Letter of Credit is requested, such Letter of Credit is a [Financial LC/Non-Financial LC].As of the date of this Borrowing Notice, no Default or Event of Default has occurred and iscontinuing and each of the representations and warranties of the Borrowers deemed to be madeby the Borrowers pursuant to Section 2.2 of the Credit Agreement (other than those made as of aspecific date) are,as of the date of such request, and will be, as of the applicable Drawdown Date,true and correct in all material respects.The Accommodation requested hereby will not result in there being Excess Cash, nor in LenderOutstandings exceeding the Borrowing Base.Either (i) there have been no material changes to the Borrowing Base since delivery of the mostrecent Borrowing Base Certificate, or (ii) if there have been changes to the Borrowing Base sincethe delivery of the most recent Borrowing Base Certificate, the Borrowers have provided the Agentwith an updated Borrowing Base Certificate.This Notice is irrevocable.
	1.
	2.
	3.
	4.

• continuing and each of the representations and warranties of the Borrowers deemed to be made by the Borrowers pursuant to Section 2.2 of the Credit Agreement (other than those made as of a true and correct in all material respects.
• Outstandings exceeding the Borrowing Base.
• recent Borrowing Base Certificate, or (ii) if there have been changes to the Borrowing Base since the delivery of the most recent Borrowing Base Certificate, the Borrowers have provided the Agent with an updated Borrowing Base Certificate.

1. Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Credit Agreement.

DATED at Calgary, Alberta effective the date and year first above written.

[CATHEDRAL ENERGY SERVICES LTD./CATHEDRAL ENERGY SERVICES, INC.]

By: Name: Title:

Schedule "C" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

FORM OF ROLLOVER NOTICE OR CONVERSION NOTICE OR NOTICE OF REPAYMENT

• TO: ATB Financial ("ATB"), as Agent and Operating Lender RE: Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent") DATE: _____________________, 20___ 1. Pursuant to Section 3.15 (Repayment), 3.17 (Conversion) and 3.18 (Rollover) of the Credit (a) rolling over part or all of the Accommodation described as:

Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Credit Agreement.

• Agreement, the undersigned hereby irrevocably notifies the Agent/Operating Lender that it will be:

Credit Agreement.	Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the
	Agreement, the undersigned hereby irrevocably notifies the Agent/Operating Lender that it will be:
	Facility: [Operating/Syndicated/Term]
	Type of Accommodation:
	*Principal Amount:
	Date of Maturity:
	into the same Accommodation described as:
	Date of Maturity:
*	if only part of maturing Accommodation is rolled over, please indicate.
(b)	or;converting part or all of the Accommodation described as:
	Facility: [Operating/Syndicated/Term]
	Type of Accommodation:
	*Principal Amount if applicable:
	Date of Maturity:
	into an Accommodation described as:
*	if only part of maturing Accommodation is converted, please indicate.
	Type of Accommodation:

*Principal Amount: Date of Maturity: (c) Repaying part or all of the Accommodation described as: Facility: [Operating/Syndicated/Term] Type of Accommodation: *Principal Amount: Date of Maturity or Repayment: 2. This Notice is irrevocable. 3. No Default or Event of Default has occurred and is continuing.

*if only part of maturing Accommodation is being repaid, please indicate the applicable amount being repaid including the details provided above in respect thereof and whether the balance will be rolled over or converted.

DATED at Calgary, Alberta effective the date and year first above written.

[CATHEDRAL ENERGY SERVICES LTD./CATHEDRAL ENERGY SERVICES, INC.]

By: Name: Title:

Schedule "D" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY S ERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent 1. I am the [insert title of officer] of Cathedral Energy Services Ltd.

FORM OF COMPLIANCE CERTIFICATE

I, _____________________________, of the City of Calgary, in the Province of Alberta, hereby certify as follows:

• 1. This Certificate applies to the [Fiscal Year/Fiscal Quarter] ending _______________. 3. I am familiar with and have examined the provisions of the Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent"), and have made such reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrowers and its a gents as I have deemed necessary for purposes of this Certificate. 4. Except where the context otherwise requires, all capitalized terms used herein have the same 5. No Default or Event of Default exists. 6. As of the last day of the above referenced [Fiscal Quarter/Fiscal Year], the Consolidated Funded Debt to Consolidated EBITDA Ratio was ____________, and included in Exhibit "A" attached 7. As of the last day of the above referenced [Fiscal Quarter/Fiscal Year], the Consolidated Fixed 8. As of the last day of the above referenced [Fiscal Quarter/Fiscal Year], (a) Consolidated EBITDA, adjusted to exclude EBITDA of all Subsidiaries that are not Loan
• meaning as in the Credit Agreement.
• hereto are the detailed particulars of the manner in which the Consolidated Funded Debt to Consolidated EBITDA Ratio was calculated. (b) Consolidated Net Tangible Assets, adjusted to exclude the Assets of all Subsidiaries that 9. The Loan Parties are as set out in Schedule "L" to the Credit Agreement [, updated by the
• Charge Coverage Ratio was ____________, and included in Exhibit "A" attached hereto are the detailed particulars of the manner in which the Consolidated Fixed Charge Coverage Ratio was calculated. 10. An updated listing of Material Contracts is attached hereto as Exhibit "C". 11. A Real Property Listing is attached hereto as Exhibit "D".
• • Parties, is not be less than 95% of Consolidated EBITDA; and
  • are not Loan Parties, is not be less than 95% of Consolidated Net Tangible Assets;

and included in Exhibit "A" attached hereto are the detailed particulars of the manner in which the foregoing determinations were calculated.

• attached Exhibit "B"], each of which has provided Security to the Collateral Agent as required by Article 6 of the Credit Agreement. The Non-Material Subsidiaries are as set out in such Schedule.

• 1. Each of the representations and warranties made in the Credit Agreement (except those stated to be made as of a specific date) were true and correct as of the last day of the above referenced [Fiscal Quarter/Fiscal Year]. 13. Since the date of the last Compliance Certificate delivered to the Agent, the Borrowers have not, (a) the discovery of any Hazardous Material or of any release of a Hazardous Material into the that would reasonably be expected to give rise to a Material Adverse Effect; (b) any order, judgment or claim (if such claim is determined adversely) that has been made

• except as disclosed to the Agent in writing, received notice of:

  • environment from or upon the land or property of the Borrowers or any other Loan Party
  • by any Person against the Borrowers, any other Loan Party or any of their Assets that would reasonably be expected to give rise to a Material Adverse Effect;

• (c) any Governmental Action that has been issued or made by any Governmental Authority to the effect that the Borrowers or any other Loan Party has failed to comply in any material respect with any Environmental Laws or requiring any remediation, stop work, cleanup otherwise that has not previously been disclosed in writing to the Agent; or (d) any claim that has been made by any Person against the Borrowers, any other Loan Party 14. This Certificate is given by the undersigned officer in his or her capacity as an officer of the Cdn. DATED this _____ day of _____________, 20__.

  • or the Assets that, if determined adversely, would reasonably be expected to give rise to a Material Adverse Effect.

• Borrower without any personal liability.

CATHEDRAL ENERGY SERVICES LTD.

By: Name: Title:

[Calculation Details in respect of the Certifications in paragraphs 6, 7 and 8, as applicable]

Exhibit "B" to Compliance Certificate Updated Schedule "L"

Exhibit "C" to Compliance Certificate Updated Schedule "N"

Exhibit "D" to Compliance Certificate Real Property Listing

Schedule "E" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent Suite 410, 585 8 Suite 410, 585 8

FORM OF REQUEST FOR EXTENSION

Date:__________________________

ATB Financial, as Agent th Avenue S.W. Calgary, Alberta T2P 1G1

Facsimile:

Attention: Attention:

Energy Services Ltd.

We refer to the Second Amended and Restated Credit Agreement dated as of July __, 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent") (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein have the same meaning as in the Credit Agreement. 1. the representations and warranties contained in Section 2.1 of the Credit Agreement (except for those stated to be made as of a specific date) are and will be true and correct on the date hereof 2. there exists no Default or Event of Default.

• and on the date of extension, as applicable, with the same effect as if such representations and warranties were made on the date hereof; and

Yours very truly,

CATHEDRAL ENERGY SERVICES LTD.

ATB Financial, as Operating Lender

Facsimile:

Calgary, Alberta T2P 1G1

th Avenue S.W.

By:

Name:

Schedule "F" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [the] / [each]1 Assignor identified in item 1 below ([the] / [each, an] "Assignor") and [the] / [each]2 Assignee identified in item 2 below ([the] / [each, an] "Assignee"). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by [the] / [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard

For an agreed consideration, [the] / [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of [the Assignor's] [the respective Assignors'] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including any letters of credit and guarantees included in such facilities), and (ii) to the extent permitted to be assigned under Applicable Laws, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] "Assigned Interest"). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 3 Select as appropriate. 4

Assignor[s]:

[Assignor [is] [is not] a Defaulting Lender]

Assignee[s]:

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,

Include bracketed language if there are either multiple Assignors or multiple Assignees.

[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]

Agent: as the administrative agent under the Credit Credit Agreement: The Second Amended and Restated Credit Agreement dated as of July , 2022 amon g Cathedral Energy Services Ltd., the Lenders parties thereto, ATB Financial, as Agent, and the other parti es thereto

Borrowers(s):
Agreement
es theretoAssigned Interest[s]:				Credit Agreement: The Second Amended and Restated Credit Agreement dated as of Julyg Cathedral Energy Services Ltd., the Lenders parties thereto, ATB Financial, as Agent, and the other parti	, 2022 amon
Assignor[s]5	Assignee[s]6	FacilityAssigned7	AggregateAmount ofCommitment/Loans for allLenders8	Amount ofCommitment/LoansAssigned	PercentageAssigned ofCommitment/Loans9
			$	$	$
			$	$	$
			$	$	$

5 List each Assignor, as appropriate.

6 List each Assignee, as appropriate.

7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Syndicated Facility Commitment," "Operating Facility Commitment," "Term Facility Commitment," etc.) 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade

Date and the Effective Date.

9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]11

[NAME OF ASSIGNOR]

By: Title:

[NAME OF ASSIGNOR]

By: Title:

ASSIGNEE[S]12

[NAME OF ASSIGNEE]

By:

Title:

[NAME OF ASSIGNEE]

By:

Title:

[Consented to and]13 Accepted:

ATB FINANCIAL, as Agent

By:

Title:

[Consented to:]14

[NAME OF RELEVANT PARTY]

By:

Title:

13 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

14 To be added only if the consent of the Borrowers and/or other parties is required by the terms of the Credit Agreement, i.e., a Fronting Lender.

ANNEX 1

[ ]15 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. REPRESENTATIONS AND WARRANTIES.

1.1 Assignor[s]. [The] [Each] beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document16, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 1.2 Assignee[s]. [The] [Each] Assignee (a) represents and warrants that (i) it has full power Agreement, (ii) it meets all the requirements to be an assignee under Section 13.1(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 13.1(b)(iii) of the

and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent Financial Statements delivered pursuant to Sections 9.4(a)and 9.4(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender17, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 2. PAYMENTS. Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] 15 Describe Credit Agreement at option of Agent. 16 The term "Loan Document" should be conformed to that used in the Credit Agreement. 17 The concept of "Foreign Lender" should be conformed to the section in the Credit Agreement governing withholding taxes

From and after the Effective Date, the Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant]

and gross-up.

Assignee for amounts which have accrued from and after the Effective Date18. Notwithstanding the foregoing, the Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the] [the relevant] Assignee.

1. GENERAL PROVISIONS. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the Province of Alberta and of Canada applicable therein.

18 The Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate:

"From and after the Effective Date, the Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves."

Schedule "G" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

FORM OF MATERIAL SUBSIDIARY GUARANTEE

[NOTE: IF MATERIAL SUBSIDIARY IS A PARTNERSHIP, OR IF TWO OR MORE MATERIAL SUBSIDIARIES ARE BECOMING GUARANTORS AT ANY PARTICULAR TIME, A REVISED FORM OF THIS GUARANTEE, OR A FORM OF MULTI-PARTY GUARANTEE, MAY BE PROVIDED BY THE AGENT] This Guarantee is made as of [date of designation of new Material Subsidiary]. TO: ATB Financial, in its capacity as Agent (as hereinafter defined) (a) guarantees to the Agent for and on behalf of itself, the Collateral Agent and the Lenders (as hereinafter defined) the full, prompt and punctual payment and performance of the

For valuable consideration, receipt whereof is hereby acknowledged, [name of Material Subsidiary] (the "Guarantor") hereby irrevocably, absolutely and unconditionally:

• Obligations (as hereinafter defined) on demand; and
• (b) indemnifies and saves harmless the Agent, the Collateral Agent and the Lenders (as hereinafter defined) from and against any and all losses, damages, costs, expenses or liabilities suffered or incurred by the Agent or any Lender (as hereinafter defined) resulting or arising from or relating to any failure of any Other Loan Party to pay in full or fully perform the Obligations as and when due, provided that the amount of such indemnification shall not exceed the amount of such Obligations together with any and all other amounts due and owing hereunder from time to time. 1. Definitions. In this Guarantee, including any preamble and recitals and the guarantee provision set following terms and expressions (including the singular and plural form and derivatives thereof) (a) "Agent" means ATB Financial, in its capacity as agent for the Lenders, and any successor (b) "Borrowers" mean Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc., (c) "Credit Agreement" means the Second Amended and Restated Credit Agreement dated July , 2022 between the Borrowers and the financial institutions which are or may

And the Guarantor agrees with the Agent and the Lenders as follows:

• forth above, unless there is something in the subject matter or context inconsistent therewith, the shall have the following meanings: (d) "Guarantee" means this Material Subsidiary Guarantee, as the same may be amended,

  • thereof appointed pursuant to the Credit Agreement;
  • and their respective successor and assigns;
  • become party thereto as lenders from time to time, and ATB Financial, as agent for such l enders, as amended, restated, supplemented or otherwise modified from time to time;
  • restated, supplemented or otherwise modified from time to time;

• (e) "Lenders" has the meaning assigned to that term under the Credit Agreement and for the purposes of this Guarantee, includes the Swap Lenders, the Creditcard Lenders, the Fronting Lenders, the Cash Management Lenders and the Collateral Agent, and "Lender" means any of them; (f) "Loan Documents" shall have the meaning given to it from time to time in the Credit

• Agreement, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time;

• (g) "Obligations" means all obligations, indebtedness, liabilities, covenants, agreements and undertakings of the Other Loan Parties, or any of them, to the Agent and the Lenders, or any of them, arising out of or contemplated by the Credit Agreement, any other Loan Document or any Lender Swap, and whether present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred, and any ultimate unpaid balance thereof, including all future advances and re-advances, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether such Other Loan Parties or any of them be bound alone or with others and whether as principal or surety; and (h) "Other Loan Parties" means collectively, the Borrowers and each Material Subsidiary from 2. Acknowledgment of Agent Capacity. This Guarantee is granted to the Agent in its capacity as agent for the Lenders. All of the covenants, representations, warranties, rights, benefits and 3. Evidence of Accounts. Any account settled or stated between the Agent or any Lender, on the one 4. Waiver of Defences. The liability of the Guarantor under this Guarantee shall be irrevocable,

  • time to time other than the Guarantor and "Other Loan Party" means any of them.

Capitalized terms which are not otherwise defined herein shall have the meanings assigned to them under the Credit Agreement.

• protections made or given in favour of the Agent hereunder are acknowledged to be for the joint and several benefit of the Agent and each of the Lenders from time to time.
• hand, and any Other Loan Party, on the other hand, shall be accepted by the Guarantor as prima facie evidence that the amount thereby appearing due by such Other Loan Party is so due.
• unconditional and absolute, and, without limiting the generality of the foregoing, the obligations of the Guarantor shall not be released, discharged, limited or otherwise affected by, and the Guarantor hereby waives as against the Agent for and on behalf of the Lenders to the fullest extent permitted by Applicable Laws, any defence relating to:
• (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation or otherwise unless such extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release shall specifically release the Guarantor from its indebtedness, obligations or liabilities hereunder or any part thereof or is a payment of all the Obligations in full; (b) any modification or amendment of or supplement to the Obligations, including any increase (c) whether the Lender Swaps shall be in respect of interest rate risk, currency risk or (d) any defence based upon any incapacity, disability or lack or limitation of status or power of
  • or decrease in the principal, the rates of interest or other amounts payable in respect thereof;
  • otherwise and whether speculative or not;
  • any Other Loan Party, the Guarantor or any other Person or of the directors, officers, employees, partners or agents thereof, or that any Other Loan Party, the Guarantor or any

other Person may not be a legal entity, or any irregularity, defect or informality in the borrowing or obtaining of moneys or credits in respect of the Obligations;

• (e) any change in the existence, structure, constitution, name, control or ownership of any Other Loan Party, the Guarantor or any other Person; (f) any insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or other similar proceeding affecting any Other Loan Party, the Guarantor or any other Person or the assets of any Other Loan Party, the Guarantor or any other Person;
• of one or more partners or the introduction of one or more partners or otherwise;
• (g) any change in the shareholdings or membership of the Guarantor through the retirement (h) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Other Loan Party, any of the Lenders, the Agent or any other Person, whether in connection with the Obligations or any unrelated transactions;
• (i) any release or non-perfection or any invalidity, illegality or unenforceability relating to or against any Other Loan Party, the Guarantor or any other Person, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of Applicable Laws purporting to prohibit the payment by any Other Loan Party, the Guarantor or any other Person of any of the Obligations; (j) any limitation, postponement, prohibition, subordination or other restriction on the rights of (k) any release, substitution or addition of any co-signer, endorser, other guarantor or any (l) any defence arising by reason of any failure of the Agent or any Lender to make any (i) acceptance of this Guarantee; (ii) partial payment or non-payment of all or any part of the Obligations; and (iii) the existence, creation, or incurring of new or additional Obligations;
• the Agent or any Lender to payment of the Obligations or to take any steps in respect thereof, including any stay of proceedings against any Other Loan Party or any direct or indirect guarantor of the Obligations;
• other Person in respect of the Obligations;
• presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of;
• (m) any defence arising by reason of any failure of the Agent or any Lender to proceed against any Other Loan Party or any other Person, to proceed against, apply or exhaust any security held from any Other Loan Party, the Guarantor or any other Person for the Obligations, or to proceed against or to pursue any other remedy in the power of the Agent or any Lender whatsoever; (n) the benefit of any law which provides that the obligation of a guarantor must neither be or which reduces a guarantor's obligation in proportion to the principal obligations; (o) any defence arising by reason of any incapacity, lack of authority, or other defence of any
• larger in amount nor in other respects more burdensome than that of the principal obligation
• Other Loan Party, the Guarantor or any other Person, or by reason of the cessation from any cause whatsoever of the liability of any Other Loan Party, the Guarantor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission

of the Agent, any Lender or others which directly or indirectly results in the discharge or release of any Other Loan Party, the Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise;

• (p) any defence arising by reason of any failure by the Agent or any Lender to obtain, perfect or maintain a perfected (or any) Security Interest upon any property of any Other Loan Party, the Guarantor or any other Person or by reason of any interest of the Agent or any Lender in any property, whether as owner thereof or the holder of a Security Interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Agent or any Lender of any right to recourse or collateral; (q) any defence arising by reason of the failure of the Agent or any Lender to marshall any (r) any defence based upon any failure of the Agent to give to any Other Loan Party, the (s) any dealing whatsoever with any Other Loan Party, the Guarantor or other Person or any (t) any extinguishment of all or any of the Obligations for any reason whatsoever (other than
• assets;
• Guarantor or any other Person notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Agent or any Lender to comply with any provision of Applicable Laws in enforcing any Security Interest upon any such property, including any failure by the Agent or any Lender to dispose of any such property in a commercially reasonable manner; (u) any other law, event or circumstance which might otherwise constitute a defence available
• security, whether negligently or not, or any failure to do so;
• the actual satisfaction thereof); or
• to, or a discharge of the Guarantor, any other act or omission to act or delay of any kind by any Other Loan Party, the Agent, any Lender, the Guarantor or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 4, constitute a legal or equitable discharge, limitation or reduction of the obligations of the Guarantor hereunder (other than the payment or satisfaction in full of all of the Obligations). 5. Indemnity. The Guarantor shall be liable for and shall indemnify and save the Agent and the

The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish the Guarantor's subrogation rights, the Guarantor's right to proceed against any Other Loan Party for reimbursement, the Guarantor's right to recover contribution from any other guarantor or any other right or remedy.

Lenders harmless from and against any losses which may arise by virtue of any of the Obligations or any agreement related thereto being or becoming for any reason whatsoever in whole or in part (a) void, voidable, ultra vires, illegal, invalid, ineffective or otherwise unenforceable in accordance with its terms, or (b) released or discharged by operation of law other than by reason of a release by the Agent and the Lenders (collectively an "Indemnifiable Circumstance"). For greater certainty, these losses shall include the amount of all obligations which would have been payable by the Other Loan Party but for the existence of an Indemnifiable Circumstance. The Guarantor shall also be liable for and shall indemnify and save the Agent and the Lenders harmless from and against any and all liabilities, costs and expenses (including reasonably legal fees and expenses on a solicitor and his own client full indemnity basis) (x) incurred by the Agent or any Lender in the preparation, registration, administration or enforcement of this Guarantee, (y) with respect to or resulting from any failure or delay by the Guarantor in performing or observing any of its obligations

of the other covenants of the Guarantor under this Guarantee.

• under this Guarantee, and (z) incurred by the Agent or any Lender in performing or observing any 6. No Waiver. No delay on the part of the Agent or any Lender in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No amendment to this Guarantee or waiver of any of the rights of the Agent or any Lender hereunder shall be deemed to be made by the Agent or any Lender unless the same shall be in writing, duly signed on behalf of the Agent and each such waiver, if any, shall apply only with respect to the specific instance involved and for the specific purpose for which given, and shall in no way impair the rights or liabilities of the Agent or the Guarantor hereunder in any other respect at any other time. 7. Deemed Existence. If at any time, all or any part of any payment previously applied by the Agent
• or any Lender to any Obligation is or must be rescinded or returned by the Agent or any Lender for any reason whatsoever (including the insolvency, bankruptcy, or reorganization of the Guarantor or any Other Loan Party) such Obligation shall, for the purpose of this Guarantee, to the extent that such payment is rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Agent or any Lender, and this Guarantee shall continue to be effective or be reinstated, as the case may be, as to such Obligation, all as though such application by the Agent or any Lender had not been made. 8. Assignment and Postponement. Following the occurrence and during the continuance of an Event
• of Default, all present and future indebtedness and liability of the Other Loan Parties to the Guarantor is hereby assigned by the Guarantor to the Agent and postponed to the Obligations and all moneys received by the Guarantor in respect thereof will be received in trust for and will be paid over to the Agent upon demand by the Agent. If the Agent or the Lenders receive from the Guarantor a payment or payments in full or on account of the liability of the Guarantor hereunder, the Guarantor will not be entitled to claim repayment against any Other Loan Party until the Agent and the Lender's claims against all Other Loan Parties have been irrevocably and unconditionally paid in full. In case of liquidation, winding-up or bankruptcy of any Other Loan Party (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, the Agent and the Lenders will have the right to rank for their full claims and receive all dividends or other payments in respect thereof in priority to the Guarantor until the claims of the Agent and the Lenders have been irrevocably and unconditionally paid in full and the Guarantor will continue to be liable hereunder for any balance which may be owing to the Agent or the Lenders by the Other Loan Parties. In the event of the valuation by the Agent of any of its security and/or the retention thereof by the Agent, such valuation and/or retention will not, as between the Agent and the Lenders and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The foregoing provisions of this Section 8 will not in any way limit or lessen the liability of the Guarantor under any other section of this Guarantee. 9. Other Securities. This Guarantee is in addition to and not in substitution for any other guarantee 10. Continuing Guarantee. This Guarantee is a continuing guarantee and: (a) shall remain in full force 11. Enforcement of Guarantee. The obligations of the Guarantor under this Guarantee shall be
• or any other securities by whomsoever given at any time held by the Agent or any Lender for any present or future Obligations and the Agent or any Lender shall at all times have the right to proceed against or realize upon all or any portion of any other guarantees or securities or any other money or assets to which it may become entitled or have a claim in such order and in such manner as it in its sole and unfettered discretion may deem fit.
• and effect in accordance with its terms until payment in full of all amounts payable under this Guarantee and termination of the Lenders' commitments and obligations under and pursuant to the Loan Documents; and (b) shall enure to the benefit of the Agent, each Lender and their respective successors and assigns, and shall be binding upon the Guarantor, its successors and permitted assigns.
• enforceable by the Agent upon demand by the Agent for payment of the Obligations in accordance

with the terms hereof without the necessity of any action or recourse whatsoever against any Other Loan Party, any security or any other guarantor. The remedies provided in this Guarantee are cumulative and not exclusive of any remedies provided by Applicable Laws, the Loan Documents or otherwise.

• 1. Subrogation. This Guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time or times of any sum or sums of money for the time being due or remaining unpaid to the Agent or any Lender, and all dividends, compensations, proceeds of security valued and payments received by the Agent or any Lender from any Other Loan Party, the Guarantor or from others or from any estate shall be regarded for all purposes as payments in gross without right on the part of any Guarantor to claim in reduction of the liability under this Guarantee the benefit of any such dividends, compositions, proceeds or payments or any securities held by the Agent or any Lender or proceeds thereof, and the Guarantor shall have no right to be subrogated in any rights of the Agent until the Agent shall have received full, final and indefeasible payment and performance of the Obligations and the Lenders have no further obligation to extend credit or advance monies to or for the benefit of any Other Loan Party. 13. Foreign Currency Obligations. The Guarantor will make payment relative to each Obligation in the
• currency (the "Original Currency") in which the Other Loan Party is required to pay such Obligation. If the Guarantor makes payment relative to any Obligation to the Agent or a Lender in a currency other than the Original Currency (whether voluntarily or pursuant to an order or judgment of a court or tribunal of any jurisdiction), such payment will constitute a discharge of the liability of the Guarantor hereunder in respect of such Obligation only to the extent of the amount of the Original Currency which the Agent or such Lender is able to purchase at Calgary, Alberta with the amount it receives on the date of receipt. If the amount of the Original Currency which the Agent or such Lender is able to purchase is less than the amount of such currency originally due to it in respect of the relevant Obligation, the Guarantor will indemnify and save the Agent and the Lenders harmless from and against any loss or damage arising as a result of such deficiency. This indemnity will constitute an obligation separate and independent from the other obligations contained in this Guarantee, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Agent or any Lender and will continue in full force and effect notwithstanding any judgment or order in respect of any amount due hereunder or under any judgment or order. 14. Guarantee of Payment and Performance. This Guarantee is a guarantee of payment and 15. Costs. The Guarantor shall pay to the Agent all out-of-pocket costs and expenses, including all 16. Payment. All payments hereunder with respect to any Obligations shall be made to the Agent on
• performance and not of collection and is in addition and without prejudice to any securities of any kind now or hereafter held by the Agent or any Lender.
• reasonable legal fees (on a solicitor and his own client basis) and other expenses incurred by the Agent and any of the Lenders from time to time in the enforcement, realization and collection of or in respect of this Guarantee, and the term "Obligations" herein shall include all such costs and expenses. All of these amounts shall be payable by the Guarantor on demand, shall bear interest at a rate per annum equal to the Prime Rate per annum, calculated from the date incurred by the Agent to the date paid by the Guarantor, compounded monthly on the last day of each month, both before and after default, maturity and judgment. 17. Payment on Stay. If: (a) any Other Loan Party is prevented from making payment of any of the demanding payment of the Obligations because of a stay or other judicial proceeding or any other
• behalf of the Lenders at the Agent's branch in Calgary, Alberta at Suite 410, 585 8 th Avenue S.W., Calgary, Alberta, T2P 1G1 or at such other branch or agency of the Agent as the Agent shall designate from time to time by notice in writing to the Guarantor.
• Obligations when it would otherwise be required to do so; or (b) the Agent is prevented from

legal impediment, all Obligations or other amounts otherwise subject to demand, acceleration or payment shall be payable by the Guarantor as provided for hereunder.

• law, contract or otherwise to preserve any rights to the Agent or any Lender against the Guarantor.
• 1. Waiver of Notice. The Guarantor waives all notices which may be required by any statute, rule of 19. Taxes. Any and all payments by the Guarantor hereunder shall be made free and clear of and without deduction for any and all present and future taxes, liens, imposts, stamp taxes, deductions, charges or withholdings, and all liabilities with respect thereto and any interest, additions to tax and penalties imposed with respect thereto, but excluding, with respect to the Agent or any Lender, taxes imposed on its income or capital and franchise taxes imposed on it by any taxation authority (hereinafter referred to as "Taxes"). If the Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Agent or any Lender: (a) the sum payable shall be increased as may be necessary so that after making all required Section 19) the Agent or such Lender receives an amount equal to the sum it would have (b) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other 20. Covenants. The Guarantor acknowledges receipt of a copy of the Credit Agreement and the other
  • deductions (including deductions applicable to additional sums payable under this received had no such deductions been made; and
  • authority in accordance with Applicable Laws.
• Loan Documents and understands the Obligations of the Loan Parties thereunder. The Guarantor consents and agrees to be bound by any provision in the Credit Agreement which relates to the Guarantor. In addition, the Guarantor covenants and agrees that it shall perform each and every term, covenant, condition and agreement which the Borrowers have covenanted in the Credit Agreement to cause the Guarantor to perform, and the Guarantor will comply with each and every term, covenant, condition and agreement which the Borrowers have covenanted under the Credit Agreement to cause the Guarantor to comply with, when and as provided for by the terms of the Credit Agreement and the Guarantor will not do anything which would result in a breach of the Credit Agreement. 21. Governing Law. This Guarantee shall be governed by the laws of the Province of Alberta and the 22. Severability. If any provision or paragraph of this Guarantee shall be invalid, illegal or

The Guarantor confirms and makes and repeats on its own behalf in favour of the Agent and the Lenders each of the representations and warranties set forth in the Credit Agreement to the extent such representations and warranties relate to the Guarantor or any matter in respect thereof, and shall be deemed to make, repeat and re-affirm each such representation and warranty on each date on which such representations and warranties are made or deemed to be made or re-made by the Borrowers under the Credit Agreement, all to the same extent as if the Guarantor was a party to the Credit Agreement, and all as though such representations and warranties were set out at length herein.

• laws of Canada applicable therein.
• unenforceable in any respect or in any jurisdiction, it shall not affect the validity, legality or enforceability of such provision or paragraph in any other jurisdiction or the validity, legality or enforceability of any other provision of this Guarantee.

1. Notices. Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or by transmittal by telex, telecopy, rapifax or other electronic means of communication addressed to the respective parties as follows: Suite 410, 585 8

the Guarantor at:

[ ]

Attention: [ ]

Facsimile: [ ]

the Agent at:

th Avenue S.W. Calgary, Alberta T2P 1G1

Attention:

Facsimile:

or to such other address or telex number, telecopy number or rapifax number as any party may from time to time notify the others in accordance with this Section 23. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, or, if made or given by telex or other electronic means of communication, on the first Business Day following the transmittal thereof.

• 1. Acknowledgment. The Guarantor confirms that its obligations under this Guarantee are not subject to any promise or condition affecting or limiting its liability, and no statement, representation, collateral agreement or promise by the Agent or any Lender or by any officer, employee or agent of it, forms any part of this Guarantee or has induced the making thereof, or shall be deemed in any way to affect the Guarantor's liability hereunder. 25. Appropriation. The Agent shall be at liberty, without in any way prejudicing or affecting its rights
• hereunder, to appropriate any payment made or monies received to any part of the Obligations, whether then due or to become due, and from time to time to revoke or alter any such appropriation, as the Agent sees fit.

IN WITNESS WHEREOF the Guarantor has caused this Guarantee to be signed by the proper officer duly authorized in that behalf as of the date and year first above written.

[NAME OF MATERIAL SUBSIDIARY]

By:

Name: Title:

By:

Name: Title:

Schedule "H" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

POWER OF ATTORNEY TERMS BANKERS' ACCEPTANCES

In order to facilitate the acceptance of Bankers' Acceptances pursuant to the terms of the Second Amended and Restated Credit Agreement dated as of July , 2022 among Cathedral Energy Ser vices Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial inst itutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative ag ent for the Lenders (the "Agent"), the Borrowers hereby appoints each Lender (hereinafter individually call ed the "Bank"), acting by an authorized signing officer (the "Attorney") for the time being of the Bank's Branch of Account, the attorney of the Borrowers: (a) to sign for and on behalf and in the name of the Borrowers as drawer, drafts in the Bank's house" under the DBNA or its nominee for deposit by the Bank with the "clearing house" (b) to fill in the amount, date and maturity date of such Drafts;

• standard form which are "depository bills" under and as defined in the Depository Bills and Notes Act (Canada) (the "DBNA") ("Drafts") drawn on the Bank payable to a "clearing after acceptance thereof by the Bank; and

provided that such acts in each case are to be undertaken by the Bank in accordance with instructions given to the Bank by the Borrowers as provided in this power of attorney.

Instructions to the Bank relating to the execution, completion, endorsement, discount, purchase and/or delivery by the Bank on behalf of the Borrowers of Drafts which the Borrowers wishes to submit to the Bank for acceptance by the Bank shall be communicated by the Agent in writing to the Attorney at the Bank's Branch of Account concurrently with delivery by the Borrowers, pursuant to the provisions of: (i) Section 3.5 or 3.7 of the Credit Agreement, a Borrowing Notice by way of Bankers' Acceptances in the form of Schedule "B" to the Credit Agreement; or (ii) Section 3.17 and 3.18 of the Credit Agreement, a Conversion Notice or Rollover Notice in the form of Schedule "C" to the Credit Agreement. The instructions to the Bank shall specify the following information: (a) a Canadian Dollar amount, which shall be the aggregate face amount of the Drafts to be (b) a specified period of time, as provided in the Credit Agreement, which shall be the number The communication in writing to the Bank of the instructions referred to above shall constitute (a) the authorization and instruction of the Borrowers to the Bank to complete and endorse Drafts in accordance with such information as set out above and (b) the request of the Borrowers to the Bank to

• accepted by the Bank in respect of a particular Borrowing, Conversion or Rollover; and
• of months after the date of such Drafts that such Drafts are to be payable, and the dates of issue and maturity of such Drafts.

accept such Drafts and deposit the same with the "clearing house" against payment as set out in the instructions. The Borrowers acknowledges that the Bank shall not be obligated to accept any such Drafts except in accordance with the provisions of the Credit Agreement.

The Bank shall be and it is hereby authorized to act on behalf of the Borrowers upon and in compliance with instructions communicated to the Bank as provided herein if the Bank reasonably believes them to be genuine.

The Borrowers hereby agrees to indemnify the Bank and its directors, officers, employees, affiliates and agents and to hold it and them harmless from and against any loss, liability, expense or claim of any kind or nature whatsoever incurred by any of them as a result of any action or inaction in any way relating to or arising out of this power of attorney or the acts contemplated hereby including the deposit of any Draft with the "clearing house"; provided that this indemnity shall not apply to any such loss, liability, expense or claim which results from the negligence or wilful misconduct of the Bank or any of its directors, officers, employees, affiliates or agents.

This power of attorney may be revoked at any time upon not less than 15 Business Days' written notice served in accordance with Section 14.7 of the Credit Agreement upon the Bank at its Branch of Account, provided that: (i) it may be replaced with another power of attorney forthwith on terms satisfactory to the Bank; and (ii) no such revocation shall reduce, limit or otherwise affect the obligations of the Borrowers in respect of any Draft executed, completed, endorsed, discounted and/or delivered in accordance herewith prior to the time at which such revocation becomes effective. This power of attorney may be terminated by the Bank at any time upon not less than 15 Business Days written notice to the Borrowers in accordance with Section 14.7 of the Credit Agreement. Any revocation or termination of this power of attorney shall not affect the rights of the Bank and the obligations of the Borrowers with respect to the indemnities of the Borrowers above stated with respect to all matters arising prior in time to any such revocation or termination. This power of attorney is in addition to and not in substitution for any agreement to which

the Bank and the Borrowers are parties.

This power of attorney shall be governed in all respects by the laws of the Province of Alberta and the laws of Canada applicable therein and each of the Borrowers and the Bank hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of such jurisdiction in respect of all matters arising out of this power of attorney.

In the event of a conflict between the provisions of this power of attorney and the Credit Agreement, the Credit Agreement shall prevail. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement.

Schedule "I" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent _________________________________________________________________________________

POWER OF ATTORNEY TERMS BA EQUIVALENT ADVANCES

In order to facilitate the making of BA Equivalent Advances pursuant to the terms of the Second Amended and Restated Credit Agreement dated as of July , 2022 (the "Credit Agreement") am ong Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and thos e other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent"), the Borrowers hereby appoints each Lender (herein after individually called the "Bank"), acting by an authorized signing officer (the "Attorney") for the time being of the Bank's Branch of Account, the attorney of the Borrowers: (a) to sign for and on behalf and in the name of the Borrowers as drawer, promissory notes in (b) to fill in the amount, date and maturity date of such Notes; provided that such acts in each case are to be undertaken by the Bank in accordance with instructions

• the Bank's standard form for advances in the nature of BA Equivalent Advances ("Notes") payable to the Bank or its order evidencing BA Equivalent Advances made by the Bank to the Borrowers pursuant to the Credit Agreement; and

given to the Bank by the Borrowers as provided in this power of attorney.

Instructions to the Bank relating to the execution, completion, endorsement, discount, purchase and/or delivery by the Bank on behalf of the Borrowers of Notes which the Borrowers wishes to issue to the Bank shall be communicated by the Agent in writing to the Attorney at the Bank's Branch of Account concurrently with delivery by the Borrowers, pursuant to the provisions of: (i) Section 3.5 or 3.7 of the Credit Agreement, a Borrowing Notice by way of Bankers' Acceptances in the form of Schedule "B" to the Credit Agreement; or (ii) Section 3.17 and 3.18 of the Credit Agreement, a Conversion Notice or Rollover Notice in the form of Schedule "C" to the Credit Agreement. The instructions to the Bank shall specify the following information: (a) a Canadian Dollar amount, which shall be the aggregate face amount of the Notes in (b) a specified period of time, as provided in the Credit Agreement, which shall be the number constitute the authorization and instruction of the Borrowers to the Bank to complete and, if applicable,

• respect of a particular Borrowing, Conversion or Rollover; and
• of months after the date of such Notes that such Notes are to be payable, and the dates of issue and maturity of such Notes.

The communication in writing to the Bank of the instructions referred to above shall endorse Notes in accordance with such information as set out above. The Borrowers acknowledges that the Bank shall not be obligated to make any BA Equivalent Advance and thereafter complete and execute, and if applicable, endorse any such Notes except in accordance with the provisions of the Credit Agreement.

The Bank shall be and it is hereby authorized to act on behalf of the Borrowers upon and in compliance with instructions communicated to the Bank as provided herein if the Bank reasonably believes them to be genuine.

The Borrowers agrees to indemnify the Bank and its directors, officers, employees, affiliates and agents and to hold it and them harmless from and against any loss, liability, expense or claim

of any kind or nature whatsoever incurred by any of them as a result of any action or inaction in any way relating to or arising out of this power of attorney or the acts contemplated hereby; provided that this indemnity shall not apply to any such loss, liability, expense or claim which results from the negligence or wilful misconduct of the Bank or any of its directors, officers, employees, affiliates or agents.

This power of attorney may be revoked at any time upon not less than 15 Business Days' written notice served in accordance with Section 14.7 of the Credit Agreement upon the Bank at its Branch of Account, provided that: (i) it may be replaced with another power of attorney forthwith on terms satisfactory to the Bank; and (ii) no such revocation shall reduce, limit or otherwise affect the obligations of the Borrowers in respect of any Notes executed, completed, endorsed, discounted and/or delivered in accordance herewith prior to the time at which such revocation becomes effective. This power of attorney may be terminated by the Bank at any time upon not less than 15 Business Days written notice to the Borrowers in accordance with Section 14.7 of the Credit Agreement. Any revocation or termination of this power of attorney shall not affect the rights of the Bank and the obligations of the Borrowers with respect to the indemnities of the Borrowers above stated with respect to all matters arising prior in time to any such revocation or termination.

This power of attorney is in addition to and not in substitution for any agreement to which the Bank and the Borrowers are parties.

This power of attorney shall be governed in all respects by the laws of the Province of Alberta and the laws of Canada applicable therein and each of the Borrowers and the Bank hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of such jurisdiction in respect of all matters arising out of this power of attorney.

In the event of a conflict between the provisions of this power of attorney and the Credit Agreement, the Credit Agreement shall prevail. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement.

Schedule "J" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

FORM OF ENVIRONMENTAL CERTIFICATE

• TO: ATB FINANCIAL, as Agent RE: Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent"). This Environmental Certificate is given pursuant to Section [8.1(c)(ix)] [9.4(g)] of the Credit such capacity for and on behalf of the Borrowers and not in my personal capacity and without assuming

Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Credit Agreement.

I am the duly appointed [ ] of the Cdn. Borrower and hereby make the following certifications in any personal liability whatsoever:

• 1. The following certifications are made to the best of my knowledge after due enquiry. My due enquiry has been limited to discussions and correspondence with responsible officers and staff of the Borrowers and the Material Subsidiaries to confirm that the internal environmental reporting and response procedures of the Borrowers and the Material Subsidiaries have been followed in all material respects as they relate to the certifications made herein and that the matters herein set forth are true and correct and that matters reported on by such officers and staff are true and correct. 2. The certifications in paragraphs 3 through 8 are qualified as to any breach of or failure to comply with any Environmental Laws, provided that the breach or failure to comply has not had, or would 3. The Assets of the Loan Parties are owned, leased, managed, controlled or operated, in compliance 4. There are no existing, pending or threatened (by written notice): (a) claims, complaints, notices or requests for information received from a Governmental (b) stop, cleanup or preventative orders, direction or action requests, notice of which has been
• not reasonably be expected to have (whether on an individual or cumulative basis), a Material Adverse Effect.
• with Environmental Laws.
• • Authority by any of the Loan Parties, or of which any of the Loan Parties are otherwise aware, with respect to any alleged violation of or alleged liability under any Environmental Laws by any of the Loan Parties; or
• received from a Governmental Authority by any of the Loan Parties or of which any of the Loan Parties are otherwise aware, relating to the environment which as a result thereof, requires any work, repair, remediation, cleanup, construction or capital expenditure with respect to any Assets owned, leased, managed, controlled or operated by any of the Loan Parties. 5. Except in compliance with Environmental Laws, no Hazardous Materials have been received,
• handled, used, stored, treated or shipped at or from, and there has been no Release of Hazardous

Materials at, on, in, from or under any of the Assets owned, leased, managed, controlled or operated by any of the Loan Parties.

• 1. Except in compliance with Environmental Laws, none of the Assets owned, leased, managed, controlled or operated by any of the Loan Parties have been used as a land fill site or as a waste disposal site.
• 1. No condition exists at, on, in, from or under any of the Assets owned, leased, managed, controlled or operated by any of the Loan Parties, which with the passage of time, or the giving of notice or both, has given rise to or would reasonably be expected to give rise to a violation or liability under any Environmental Laws. 8. The Loan Parties have obtained all Authorizations which are required under Environmental Laws certifies that each of the Authorizations is in full force and effect and unrevoked as of the date of
• and are in compliance with all terms and conditions of all Authorizations, and the Borrowers hereby this certificate.

DATED this _____ day of _____________, 20__.

CATHEDRAL ENERGY SERVICES LTD.

By: Name:

Title:

Schedule "K" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent This Fronting Lender Acknowledgement dated as of ____________, 20____ is made: - and - and

AMONG:

ATB FINANCIAL, in its capacity as administrative agent

[ ] (the "Fronting Lender")

CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC.

WHEREAS:

The Agent, the Fronting Lender and the Borrowers, among others, are parties to a certain Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among C athedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those ot her financial institutions which are or hereafter become lenders thereunder (the "Lenders"), and ATB, a s administrative agent for the Lenders (the "Agent"). 1.1 Definitions 2.1 Fronting Lender

The Borrowers have, pursuant to the terms of the Credit Agreement, requested the issuance of a Letter of Credit to [ ] in the amount of [ ] (the "Fronted Letter of Credit"), the details of which are described in Exhibit 1 attached hereto.

The parties wish to acknowledge and confirm the appointment of the Fronting Lender in respect of the Fronted Letter of Credit.

NOW THEREFORE, the parties agree and acknowledge as follows:

ARTICLE 1 INTERPRETATION

In this Agreement, unless otherwise defined herein, capitalized words and phrases shall have the meanings given to them in the Credit Agreement.

ARTICLE 2 CONFIRMATION OF FRONTING LENDER

Pursuant to the request of a Borrower and the terms of the Credit Agreement, the Borrowers have requested the Fronting Lender to act, and the Fronting Lender hereby agrees to act, as Fronting Lender (as defined in the Credit Agreement) in respect of the Fronted Letter of Credit and shall issue the Fronted Letter of Credit on behalf of the Syndicated Lenders. 2.2 Acknowledgement issue the Fronted Letter of Credit on behalf of the Syndicated Lenders.

The Agent acknowledges that it has been advised that the Fronting Lender shall act as Fronting Lender (as defined in the Credit Agreement) in respect of the Fronted Letter of Credit and shall

ARTICLE 3 PROCEDURES AND LIMITATIONS

The parties agree and acknowledge that:

• 3.1 Procedures and Limitations (a) any further requests to reissue, modify, alter or extend the Fronted Letter of Credit shall be given to the Agent and the Fronting Lender;
• shall otherwise be in a form satisfactory to the Fronting Lender;
• (b) the term of the Fronted Letter of Credit shall have a maximum term of not more than one year and at the time of issuance or renewal;
• (c) the Fronted Letter of Credit shall not expire in any event later than the Maturity Date of the Lenders (d) the Fronting Lender shall have no obligation to issue the Fronted Letter of Credit until the Borrowers have executed and delivered to the Fronting Lender (with a copy to the Agent) such ancillary documents (including applications and indemnities) as the Fronting Lender normally requires for similar transactions; (e) the Borrowers may not effect a Conversion of the Fronted Letter of Credit except to a Prime Loan (f) the provisions of this Agreement are in addition to and not in substitution for the terms of the Credit
• or U.S. Base Rate Loan, as applicable, following a call or demand on the Fronted Letter of Credit, subject to and in accordance with the Credit Agreement; and
• Agreement which apply to Fronted Letters of Credit.

ARTICLE 4 MISCELLANEOUS

4.1 Paramountcy The parties agree and acknowledge that this Agreement merely confirms and acknowledges certain terms of the Credit Agreement and shall not have the effect of limiting or amending the terms thereof. To the extent that this Agreement is contrary to or inconsistent with the provisions of the Credit Agreement, the terms of the Credit Agreement shall be paramount and prevail. 4.2 Counterpart Execution

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

Agreed and acknowledged as of the date first above written.

ATB FINANCIAL as Agent

By: _____________________________________

By: _____________________________________

[ ] as Fronting Lender

By: _____________________________________

By: _____________________________________

CATHEDRAL ENERGY SERVICES LTD.

By: _____________________________________

By: _____________________________________

CATHEDRAL ENERGY SERVICES, INC.

By: _____________________________________

By: _____________________________________

Exhibit 1 Particulars of Letter of Credit

ORGANIZATIONAL CHART OF THE LOAN PARTIES

	INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent
		ORGANIZATIONAL CHART OF THE LOAN PARTIES
		Effective Date: July	, 2022
Name ofSubsidiary ofthe Cdn.Borrower	Jurisdiction ofFormation	Jurisdictions inwhich it ownsAssets orcarries onBusiness	Direct and/orIndirectOwnership	ChiefExecutiveOffice	Borrower;orMaterialSubsidiaryandGuarantor;orNonMaterialSubsidiary
CathedralEnergyServices, Inc.	Delaware	Colorado, NewMexico, Ohio,Oklahoma,Pennsylvania,Texas,Wyoming,Louisiana,Montana, NorthDakota, NewYork, WestVirginia	100% DirectOwnership	6622WillowbrookPark DriveHouston,Texas, 77066,USA	Borrower
CET FlightHoldco Inc.	Delaware		100% DirectOwnership		MaterialSubsidiary
Altitude EnergyHoldco LLC	Delaware		100% IndirectOwnership		MaterialSubsidiary
AltitudeIntermediateHoldco, LLC	Delaware		100% IndirectOwnership		MaterialSubsidiary
Altitude EnergyPartners, LLC	Wyoming		100% IndirectOwnership		MaterialSubsidiary
LEXA DrillingTechnologiesInc.	Alberta	Alberta	90.98% DirectOwnership		MaterialSubsidiary
2438155Alberta Ltd	Alberta	Alberta	100% DirectOwnership		MaterialSubsidiary

Schedule "M" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent 1 I am the [insert title of officer] of Cathedral Energy Services Ltd.

FORM OF BORROWING BASE CERTIFICATE

I, _____________________________, of the City of Calgary, in the Province of Alberta, hereby certify as follows:

• 2 This Certificate applies to the [month/Fiscal Year/Fiscal Quarter 3 I am familiar with and have examined the provisions of the Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of July , 2022 among Cathedral Energy Services Ltd. and Cathedral Energy Services, Inc. (the "Borrowers"), ATB and those other financial institutions whic h are or hereafter become lenders thereunder (the "Lenders"), and ATB, as administrative agent for the Lenders (the "Agent"), and have made such reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrowers and its agents as I have deemed necessary for purposes of this Certificate. 4 Except where the context otherwise requires, all capitalized terms used herein have the same meaning 5 No Default or Event of Default exists. 6 Attached hereto is a listing of all Canadian A/R, US A/R, Approved Insured A/R together with all 7 The total amount of Eligible Inventory as at the end of [month/year . 8 The total amount of the Borrowing Base as at the end of [month/year . 9 The Commitment Amount as at the end of [month/year . 10 The Equivalent Amount in Canadian Dollars of the Consolidated Funded Debt as at the end of the month

• as in the Credit Agreement.

• insurance coverage for such Approved Insured A/R, Blue Chip A/R, EDC A/R and any Export Development Canada insurance coverage for such EDC A/R, Non-Invoiced A/R and Priority Payables as at the end of [month/year], as required by Section 9.4(a) of the Credit Agreement. 11 The Cdn. Borrower hereby confirms that the Lender Outstandings do not exceed, and have not at any 12 Attached hereto is a listing of all aged accounts payable of the Cdn. Borrower on a consolidated basis, 13 This Certificate is given by the undersigned officer in his or her capacity as an officer of the Cdn.

• was: Cdn. $[ ].

• time exceeded, the Commitment Amount (as evidenced by a schedule attached hereto by the Cdn. Borrower confirming its calculations).

• allocating trade payables and accruals for Cdn. Borrower on a consolidated basis, as at the end of [month/year], as required by Section 8.3(e) of the Credit Agreement.

• Borrower without any personal liability.

CATHEDRAL ENERGY SERVICES LTD.

By:

Name: Title:

Schedule "N" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

LISTING OF MATERIAL CONTRACTS

Effective Date: July , 2022

None.

Schedule "O" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

HASCAP Loan Additional Terms and Conditions

The following terms and conditions will apply to the HASCAP Loan in addition to any terms and conditions set out in the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Agreement.

• 1. Establishment of HASCAP Loan: The HASCAP Lender hereby establishes in favour of the HASCAP Borrower the HASCAP Loan which may drawn down by means of a single advance which may be requested by the HASCAP Borrower up to thirty (30) days from the HASCAP Loan Effective Date. Any amount of the HASCAP Loan which is not borrowed on or before such date will be cancelled and the HASCAP Borrower will not be entitled to borrow any amounts under the HASCAP Loan after such date. The HASCAP Loan is non-revolving. Amounts repaid may not be reborrowed.
• 1. Purpose of HASCAP Loan: The HASCAP Loan is to be used exclusively to provide additional liquidity to the HASCAP Borrower to finance the Loan Parties' business/commercial operations (excluding, for certainty and without limitation, to fund distributions, payment of management fees, bonuses and similar instruments) for a period of time not exceeding 18 months following the HASCAP Loan Effective Date; for certainty, the application of the proceeds from the HASCAP Loan to (x) repay Operating Borrowings will be permitted so long as the Operating Facility Commitment is not reduced (other than to the extent of temporary advances or Operating Borrowings in excess of the Borrowing Base); (y) repay normally scheduled principal (which schedule of repayments has not been accelerated since March 1, 2020) and interest payments on the Operating Facility; as well as (z) pay ordinary course of business lease, equipment or supplier financing payments; for further certainty, the proceeds from the HASCAP Loan will not be used (A) to make scheduled principal or interest payments that were due prior to the date hereof; (B) for repayment of outstanding Borrowings on the maturity date thereof; or (C) to fund cash sweep payments under outstanding Borrowings and similar types of payments. 3. Availment and Interest Rates: The HASCAP Loan is available by way of a fixed rate loan. The interest 4. Repayment: The HASCAP Loan is payable in full on demand by the HASCAP Lender, and the HASCAP
• rate applicable to the HASCAP Loan is 4% per annum.
• Lender may terminate the availability thereof (including any undrawn portion) at any time without notice. Notwithstanding the foregoing, until demand, the HASCAP Borrower shall make interest only payments on the HASCAP Loan monthly in arrears on the last Business Day of each month commencing in the month in which the HASCAP Loan is advanced up to and including the last Business Day of the month in which the anniversary of the advance of the HASCAP Loan occurs. Commencing on the last Business Day of the next succeeding month and on the last Business Day of each month thereafter, the HASCAP Borrower shall make monthly principal payments on the outstanding amount of the HASCAP Loan based on a 108 month amortization period plus accrued interest thereon, with the balance of all amounts owing under the HASCAP Loan being due and payable in full on the Maturity Date. 5. Prepayment: The HASCAP Loan may be prepaid at anytime upon payment of the Prepayment Amount. For the purposes hereof, "Prepayment Amount" (which the HASCAP Lender and the HASCAP Borrower greater of three (3) months' interest calculated on the amount accelerated or prepaid, as applicable, and the Yield Maintenance Amount. For the purposes hereof, "Yield Maintenance Amount" means, at any
• agree is a genuine pre-estimate of damages and not a penalty) means, in connection with any acceleration or prepayment of the HASCAP Loan prior to the Maturity Date, an amount equal to the time and with respect to any acceleration or prepayment of the HASCAP Loan prior to the Maturity Date, an amount equal to the amount by which (X) the sum of the present value of all blended monthly instalments of principal and interest payable after the acceleration or prepayment date, as applicable,

and until the Maturity Date and the present value of the principal balance which would have been payable on the Maturity Date, exceeds (Y) the principal amount of the HASCAP Loan being accelerated or prepaid, as applicable. These present values shall be calculated using a discount rate equal to the bid-side yield listed in a Bloomberg screen at 11:00 A.M. (Calgary time) on the business day immediately preceding the date of acceleration or prepayment, as applicable, on non-callable Government of Canada bonds having a term equivalent to the remaining term of the HASCAP Loan; the "bid-side yield on noncallable Government of Canada bonds having a term equivalent to the remaining term of the HASCAP Loan" shall mean the bid-side yield to maturity, as determined by the HASCAP Lender, expressed as an annual rate of interest calculated semi-annually and not in advance, on a theoretical non-callable Government of Canada bond, payable in Canadian Dollars, obtained from the interpolation between the bid-side yield of two non-callable Government of Canada bonds, each issued the Business Day prior to the acceleration or prepayment date, as applicable, the first having a maturity closest to but prior to the Maturity Date and the second having a maturity closest to but following the Maturity Date. 6. Conditions Precedent: The obligation of the HASCAP Lender to make available the HASCAP Loan is (a) no Default or Event of Default having occurred and being continuing; (b) on the date of advance of the HASCAP Loan, the representations and warranties in Section 2.1, other than those stated to be made as at a specific date, are true and correct in all material (c) the HASCAP Lender having received confirmation of the Unique ID # issued by BDC upon (d) the HASCAP Lender and BDC have received the BDC Representation Letter, in form and

• subject to and conditional upon:

  • respects with the same effect as if made as of such date;
  • completion and submission of BDC's electronic information form available on BDC's website, bdc.ca/hascap-form (English) in respect of the HASCAP Loan;

• content acceptable to BDC and to the HASCAP Lender, including, without restriction, its enlarged privacy / information-sharing content for each of the months for which the HASCAP Borrower has applied for and has received subsidies under the CEWS Program or the CERS Program (as such terms are defined in the BDC Representation Letter): (i) confirmation from Canada Revenue Agency (the "CRA Confirmation") evidencing the (ii) the statements or, as the case may be, cancelled cheques or other acceptable evidence (e) the HASCAP Lender shall have received such additional documents, information or agreements

  • HASCAP Borrower's application to the CEWS Program or CERS Program and showing a minimum 50% revenue decrease; and
  • provided by the HASCAP Borrower to the HASCAP Lender evidencing the confirmation that subsidies in amounts identified in the CRA Confirmation, in amounts substantially similar to the amounts set out in the CRA Confirmation, have been received; and
  • as it may reasonably require in connection with the HASCAP Loan.

Schedule "P" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

Quarterly Payment Remaining Principal 5% $ 74,000,000 1 9/29/2022 $ 3,700,000 $ 70,300,000 2 12/30/2022 $ 3,700,000 $ 66,600,000 3 3/31/2023 $ 3,700,000 $ 62,900,000 4 6/30/2023 $ 3,700,000 $ 59,200,000 5 9/29/2023 $ 3,700,000 $ 55,500,000 6 12/29/2023 $ 3,700,000 $ 51,800,000 7 3/29/2024 $ 3,700,000 $ 48,100,000 8 6/28/2024 $ 3,700,000 $ 44,400,000 9 9/27/2024 $ 3,700,000 $ 40,700,000 10 12/31/2024 $ 3,700,000 $ 37,000,000 11 3/31/2025 $ 3,700,000 $ 33,300,000 12 6/30/2025 $ 3,700,000 $ 29,600,000 13 9/29/2025 $ 3,700,000 $ 25,900,000 14 12/31/2025 $ 3,700,000 $ 22,200,000 15 3/31/2026 $ 3,700,000 $ 18,500,000 16 6/30/2026 $ 3,700,000 $ 14,800,000 17 9/29/2026 $ 3,700,000 $ 11,100,000 18 12/31/2026 $ 3,700,000 $ 7,400,000 19 3/31/2027 $ 3,700,000 $ 3,700,000 20 6/30/2027 $ 3,700,000 $ -

TERM FACILITY PRINCIPAL REPAYMENTS

Schedule "Q" to the Second Amended and Restated Credit Agreement dated July , 2022 between CATHEDRAL ENERGY SERVICES LTD. and CATHEDRAL ENERGY SERVICES, INC., as Borrowers, and a consortium of Lenders with ATB FINANCIAL, as Agent

EXISTING LETTERS OF CREDIT