Execution Version

CDN. $175,000,000 EXTENDIBLE REVOLVING TERM CREDIT FACILITY

- and -

CDN. $25,000,000 OPERATING FACILITY

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

between

CARDINAL ENERGY LTD.

(as Borrower)

- and -

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO

(as Lenders)

- and -

CANADIAN IMPERIAL BANK OF COMMERCE (as Agent for the Lenders)

- with -

CANADIAN IMPERIAL BANK OF COMMERCE (as Lead Arranger)

- and -

CANADIAN IMPERIAL BANK OF COMMERCE (as Sole Bookrunner)

May 24, 2024

41946005.6

	TABLE OF CONTENTS
ARTICLE 1	INTERPRETATION ............................................................................................................... 1
1.1	Definitions ........................................................................................................................ 1
1.2	Headings and Table of Contents .................................................................................... 39
1.3	References ...................................................................................................................... 40
1.4	Rules of Interpretation .................................................................................................... 40
1.5	Generally Accepted Accounting Principles ................................................................... 40
1.6	Accounting Terms; Changes to Generally Accepted Accounting Principles ................. 40
1.7	Time ............................................................................................................................... 41
1.8	Payment for Value .......................................................................................................... 42
1.9	Monetary References...................................................................................................... 42
1.10	Swap Lenders and Creditcard Lenders ........................................................................... 42
1.11	Changes to LMR ............................................................................................................ 42
1.12	Interest Rates; Benchmark Notification ......................................................................... 42
ARTICLE 2	REPRESENTATIONS AND WARRANTIES ..................................................................... 43
2.1	Representations and Warranties ..................................................................................... 43
2.2	Deemed Representations and Warranties ....................................................................... 47
ARTICLE 3	THE CREDIT FACILITIES ................................................................................................. 48
3.1	Establishment of the Facilities ....................................................................................... 48
3.2	Revolving Feature .......................................................................................................... 48
3.3	Extension of Term Out Date and Revolving Period ....................................................... 49
3.4	Purpose ........................................................................................................................... 52
3.5	Borrowing Base .............................................................................................................. 52
3.6	Borrowings – Syndicated Facility and Operating Facility ............................................. 55
3.7	Selection of Interest Periods for Benchmark Loans ....................................................... 56
3.8	Letters of Credit ............................................................................................................. 56
3.9	Notice of Repayment ...................................................................................................... 58
3.10	_Pro-Rata_Treatment of Borrowings ............................................................................... 58
3.11	Conversion Option ......................................................................................................... 58
3.12	Rollovers ........................................................................................................................ 58
3.13	Notices Irrevocable ........................................................................................................ 59
3.14	Lender Swaps ................................................................................................................. 59
3.15	Overdrafts ....................................................................................................................... 59
3.16	Creditcard Facilities ....................................................................................................... 60
3.17	Cash Management Facilities .......................................................................................... 60
3.18	Benchmark Replacement Setting ................................................................................... 60
ARTICLE 4	REPAYMENT AND PREPAYMENT ................................................................................. 62
4.1	Reduction of Commitment ............................................................................................. 62
4.2	Repayment of Borrowings In Excess of Commitments ................................................. 62
4.3	Breakage Costs ............................................................................................................... 62
4.4	Cancellation of Commitment and Prepayment .............................................................. 62
4.5	Early Repayment of Benchmark Loans and Letters of Credit ....................................... 63
4.6	Evidence of Indebtedness ............................................................................................... 63

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ARTICLE 5 PAYMENT OF INTEREST AND FEES.............................................................................. 63	ARTICLE 5 PAYMENT OF INTEREST AND FEES.............................................................................. 63
5.1	Interest on Prime Loans.................................................................................................. 63
5.2	Interest on U.S. Base Rate Loans ................................................................................... 64
5.3	Interest on CORRA Loans ............................................................................................. 64
5.4	Interest on SOFR Loans ................................................................................................. 64
5.5	Letter of Credit Fees ....................................................................................................... 65
5.6	Creditcard and Cash Management Fees ......................................................................... 65
5.7	Interest on Overdue Amounts ........................................................................................ 65
5.8	Agent’s Fees ................................................................................................................... 66
5.9	Maximum Rate Permitted by Law ................................................................................. 66
5.10	Interest Generally ........................................................................................................... 66
5.11	Standby Fees .................................................................................................................. 66
5.12	Interest and Fee Adjustment ........................................................................................... 67
ARTICLE 6 SECURITY ........................................................................................................................... 67
6.1	Security .......................................................................................................................... 67
6.2	Form of Security ............................................................................................................ 67
6.3	Subsidiary Guarantees and Subsidiary Security ............................................................. 68
6.4	Registrations and Renewals ........................................................................................... 68
6.5	Security Effective Notwithstanding Date of Advance ................................................... 69
6.6	Extensions, Etc. .............................................................................................................. 69
6.7	Notice of Name Change ................................................................................................. 69
6.8	No Merger ...................................................................................................................... 69
6.9	Further Assurances – Security........................................................................................ 69
6.10	Release and Amendment of Security ............................................................................. 70
6.11	Permitted Encumbrances and Permitted Indebtedness ................................................... 70
6.12	Fixed Charge Supplements............................................................................................. 70
6.13	Acknowledgement and Confirmation. ........................................................................... 71
ARTICLE 7 PAYMENT ........................................................................................................................... 71
7.1	Time, Place and Currency of Payment ........................................................................... 71
7.2	Application of Payments ................................................................................................ 72
7.3	Account Debit Authorization ......................................................................................... 72
ARTICLE 8 CONDITIONS PRECEDENT TO DISBURSEMENT OF THE BORROWINGS .............. 72
8.1	Effectiveness and Conditions Precedent ........................................................................ 72
8.2	Conditions Precedent to each Utilization ....................................................................... 73
8.3	Waiver of a Condition Precedent ................................................................................... 74
ARTICLE 9 COVENANTS OF THE BORROWER ................................................................................ 74
9.1	Positive Covenants of the Borrower ............................................................................... 74
9.2	Negative Covenants of the Borrower ............................................................................. 82
ARTICLE 10 EVENTS OF DEFAULT .................................................................................................... 84
10.1	Events of Default ............................................................................................................ 84
10.2	Acceleration ................................................................................................................... 88
10.3	Demands for Repayment ................................................................................................ 88
10.4	Cash Collateral Accounts ............................................................................................... 89
10.5	Remedies on Default ...................................................................................................... 89

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10.6	Right of Set-Off .............................................................................................................. 90
10.7	Application and Sharing of Payments Following Acceleration ..................................... 91
10.8	Adjustments .................................................................................................................... 91
10.9	Calculations as at the Adjustment Time ......................................................................... 92
10.10	Lender May Perform Covenants .................................................................................... 92
10.11	Waiver of Default ........................................................................................................... 93
10.12	Adjustments .................................................................................................................... 93
ARTICLE 11	INCREASED COST/TAXES/ILLEGALITY..................................................................... 93
11.1	Increased Cost ................................................................................................................ 93
11.2	Taxes. ............................................................................................................................. 94
11.3	Mitigation Obligations, Replacement of Lenders. ......................................................... 96
11.4	Illegality ......................................................................................................................... 97
11.5	Inability to Determine Rates .......................................................................................... 97
11.6	Funding Indemnity ......................................................................................................... 98
ARTICLE 12	THE AGENT AND THE LENDERS ................................................................................. 99
12.1	Appointment and Authority ........................................................................................... 99
12.2	Rights as a Lender .......................................................................................................... 99
12.3	Exculpatory Provisions .................................................................................................. 99
12.4	Reliance by Agent ........................................................................................................ 100
12.5	Delegation of Duties .................................................................................................... 100
12.6	Resignation of Agent .................................................................................................... 100
12.7	Non-Reliance on Agent and Other Lenders ................................................................. 101
12.8	No Other Duties, etc. .................................................................................................... 101
12.9	Agent May File Proofs of Claim .................................................................................. 102
12.10	Collateral and Guarantee Matters ................................................................................. 102
12.11	Rights and Obligations of Each Lender and Swap Lender .......................................... 103
12.12	Notice to Lenders and Swap Lenders ........................................................................... 103
12.13	Notices between the Lenders or Swap Lenders, the Agent and the Borrower ............. 104
12.14	Agent’s Duty to Deliver Documents Obtained from the Borrower ............................. 104
12.15	Arrangements for Borrowings ...................................................................................... 104
12.16	Arrangements for Repayment of Borrowings .............................................................. 104
12.17	Repayments by Lenders to Agent ................................................................................ 104
12.18	Adjustments Among Lenders ....................................................................................... 105
12.19	Lenders’ Consents to Waivers, Amendments, etc. ....................................................... 107
12.20	Reimbursement of Agent’s Expenses or Lender’s Costs ............................................. 108
12.21	Indemnity of Agent ...................................................................................................... 108
12.22	Sharing of Information ................................................................................................. 108
12.23	Amendment to this Article 12 ...................................................................................... 109
12.24	The Agent and Defaulting Lenders .............................................................................. 109
12.25	Erroneous Payments ..................................................................................................... 110
ARTICLE 13	SUCCESSORS AND ASSIGNS, JUDGMENT CURRENCY AND
	CONFIDENTIAL INFORMATION ............................................................................. 112
13.1	Successors and Assigns ................................................................................................ 112
13.2	Judgment Currency ...................................................................................................... 115
13.3	Swap Lender ................................................................................................................. 116
13.4	Certain Information; Confidentiality ............................................................................ 116

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ARTICLE 14	MISCELLANEOUS ......................................................................................................... 117
14.1	Severability .................................................................................................................. 117
14.2	Defaulting Lenders ....................................................................................................... 117
14.3	Expenses, Indemnity, Damage Waiver ........................................................................ 119
14.4	Failure to Act ................................................................................................................ 121
14.5	Waivers ........................................................................................................................ 121
14.6	Amendments ................................................................................................................ 121
14.7	Notice ........................................................................................................................... 121
14.8	Governing Law ............................................................................................................. 122
14.9	Term of Agreement and Survival ................................................................................. 123
14.10	Time of Essence ........................................................................................................... 123
14.11	Anti-Money Laundering Legislation ............................................................................ 123
14.12	Conflict with Other Documents ................................................................................... 124
14.13	Saskatchewan Legislation ............................................................................................ 124
14.14	Counterparts; Integration, Effectiveness; Electronic Execution .................................. 124
14.15	Amendment and Restatement ....................................................................................... 124
14.16	Adjustment of Outstanding Direct Loans ..................................................................... 125
14.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions ................... 125

Schedules

Schedule A – Commitments and Addresses Schedule B – Form of Borrowing Notice Schedule C – Form of Notice of Rollover, Notice of Repayment or Notice of Conversion Schedule D – Compliance Certificate Schedule E – Request for Extension Schedule F – Assignment and Assumption Schedule G – Subsidiary Guarantee – Corporate Form Schedule H – Form of Environmental Certificate Schedule I – Form of Oil and Gas Ownership Certificate
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41946005.6

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated May 24, 2024.

BETWEEN:

CARDINAL ENERGY LTD. , a corporation under the laws of Alberta, as Borrower

AND:

EACH OF THE FINANCIAL INSTITUTIONS SIGNATORIES HERETO AS LENDERS, OR AS FROM TIME TO TIME BECOME LENDERS HEREUNDER, in their capacities as Lenders

AND:

CANADIAN IMPERIAL BANK OF COMMERCE , in its capacity as

Agent

WHEREAS the Borrower, the Agent and the Lenders are party to the Existing Credit Agreement and wish to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein;

NOW THEREFORE , in consideration of the premises, the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows: ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and the Schedules hereto and in all notices pursuant to this Agreement, unless something in the subject matter or context is inconsistent therewith, the following words and phrases shall have the following meanings:

“ Abandonment/Reclamation Order ” means any order, directive or demand (i) to perform certain abandonment, remediation and/or reclamation work on any of the Loan Parties’ assets, including meeting mandatory and supplemental closure spend quotas under the Energy Regulator’s Inventory Reduction Program, or (ii) to post security deposits issued by an Energy Regulator which relates to any assets of any Loan Party, including abandonment and reclamation liabilities associated therewith;

“ Acceleration Notice ” has the meaning ascribed to it in Section 10.2(b);

“ Accommodations ” means:

(a) under the Syndicated Facility, the advance of Loans by the Syndicated Lenders (the “ Syndicated Accommodations ”); and
(b) under the Operating Facility:
(i) the advance of Loans by the Operating Lender; and

41946005.6

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(ii) the issuing of Letters of Credit by the Operating Lender,

(collectively, the “ Operating Accommodations ”);

“ Adjusted Daily Compounded CORRA ” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) the CORRA Adjustment; provided that, if Adjusted Daily Compounded CORRA as so determined shall be less than the Floor, then Adjusted Daily Compounded CORRA shall be deemed to be the Floor;

“ Adjusted Daily Simple SOFR ” means, for any day, an interest rate per annum equal to (a) Daily Simple SOFR for such day plus (b) the Daily Simple SOFR Adjustment provided that, if Adjusted Daily Simple SOFR as so determined above for any day shall be less than the Floor, such rate shall be deemed to be the Floor for such day;

“ Adjusted Term CORRA ” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus the CORRA Adjustment and (b) for a Non-Standard Interest Period, the CORRA Interpolated Rate; provided that if Adjusted Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA shall be deemed to be the Floor;

“ Adjusted Term SOFR ” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that, if Adjusted Term SOFR as so determined above for any day shall be less than the Floor, such rate shall be deemed to be the Floor for such day;

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

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Agent;

“ Advance ” means, with respect to a Drawdown, Rollover or Conversion:

(a) in respect of Accommodations, the disbursement or credit of funds to, or to the credit of, the Borrower; or
(b) in respect of Letters of Credit, the issuance by the Operating Lender of a Letter of Credit;

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified;

“ Agent ” means CIBC and any successor entity to CIBC when acting in its capacity as administrative agent hereunder and includes any successor administrative agent appointed pursuant to Section 12.6;

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“ Agent Parties ” has the meaning ascribed to it in Section 14.7(d)(ii);

“ Agent’s Account for Payments ” means the accounts designated in writing by the Agent from time to time to which payments and transfers are to be effected;

“ Agent’s Branch of Account ” means the office of the Agent at 199 Bay Street, Main Branch, Commerce Court, Toronto, Ontario M5L 1G9 or such other office of the Agent in Canada as the Agent may from time to time designate in writing to the Borrower and the Lenders;

“ Aggregate Principal Amounts ” has the meaning ascribed to it in Section 10.12;

“ Agreeing Lender ” has the meaning ascribed to it in Section 3.3(h);

“ Agreement ” means this fourth amended and restated credit agreement, all Schedules attached hereto and any future amendments, amendments and restatements, replacements or supplements hereto or thereto;

“ AML Legislation ” has the meaning ascribed to it in Section 14.11(a);

“ Anti-Money Laundering Laws ” has the meaning given to it in Section 2.1(r)(iii)(A);

“ Applicable Law ” means, in relation to any Person, property, transaction or event, all applicable provisions (or mandatory applicable provisions, if so specified) of federal, provincial, state or local laws, statutes, rules, regulations, official directives and orders of all Governmental Authorities and Governmental Actions in actions or proceedings 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;

“ Applicable Lenders ” means, in the case of the Syndicated Facility and in respect of a Borrowing Notice, Conversion Notice or Rollover Notice given under the Syndicated Facility, all of the Syndicated Lenders and, in the case of the Operating Facility and in respect of a Borrowing Notice given under the Operating Facility, means only the Operating Lender and, to the extent the original Drawdown of a Borrowing subject to Conversion or Rollover was made from a Term Lender during its Revolving Period, such term shall also include such Term 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 Applicable Lenders, and in the case of the Operating Facility, to the Operating Lender, with respect to Borrowings, as set forth in the table below for the applicable Debt to EBITDA Ratio:

Pricing Table applicable to Syndicated Facility and Operating Facility:

Level			SOFR Loans,
		Prime Loans
			CORRA Loans	Non-Financial
	Debt to	and U.S. Base			Standby Fees
			and Financial	Letters of
	EBITDA Ratio	Rate Loans			(bps)
			Letters of	Credit (bps)
		(bps)
			Credit (bps)



1	≤ 1.00:1.00	[redacted]	[redacted]	[redacted]	[redacted]
2	> 1.00:1.00 and ≤ 1.50:1.00	[redacted]	[redacted]	[redacted]	[redacted]

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Level			SOFR Loans,
		Prime Loans
			CORRA Loans	Non-Financial
	Debt to	and U.S. Base			Standby Fees
			and Financial	Letters of
	EBITDA Ratio	Rate Loans			(bps)
			Letters of	Credit (bps)
		(bps)
			Credit (bps)



3	> 1.50:1.00 and ≤ 2.00:1.00	[redacted]	[redacted]	[redacted]	[redacted]
4	> 2.00:1.00 and ≤ 2.50:1.00	[redacted]	[redacted]	[redacted]	[redacted]
5	> 2.50:1.00 and ≤ 3.00:1.00	[redacted]	[redacted]	[redacted]	[redacted]
6	> 3.00:1.00 and ≤ 3.50:1.00	[redacted]	[redacted]	[redacted]	[redacted]
7	> 3.5:1.00 and ≤ 4.00:1.00	[redacted]	[redacted]	[redacted]	[redacted]
8	> 4.0:1.00 and ≤ 4.5:1.00	[redacted]	[redacted]	[redacted]	[redacted]
9	> 4.5:1.00	[redacted]	[redacted]	[redacted]	[redacted]

provided that changes in the Applicable Margin shall be effective and adjusted in accordance with Section 5.12; and provided further that, as at the Effective Date, the Applicable Margin shall be set at [redacted] . For the purposes of calculating the Applicable Margins for Prime Loans, U.S. Base Rate Loans and CORRA Loans, the per annum rate is expressed on the basis of a 365 day year, as applicable, and for the purposes of calculating the Applicable Margin for SOFR Loans, the per annum rate is expressed on the basis of a 360 day year. During the Term Period for any Lender, each of the above Applicable Margins will increase by [redacted] bps for such Lender. Without duplication of interest on overdue amounts as provided in Section 5.7, upon the occurrence and during the continuance of any Event of Default, each of the above Applicable Margins will increase by [redacted] bps;

“ Applicable Percentage ” means, at any time prior to the Adjustment Time with respect to each Lender and each Facility, the proportion that such Lender’s Commitment in respect of such Facility bears to the amount of the total Commitments of all Lenders in respect of such Facility at such time and, if such total Commitment in respect of such Facility is cancelled or terminated, “ Applicable Percentage ” shall mean the Applicable Percentage of such Lender in effect immediately prior to such cancellation or termination; 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% and for all other Lenders shall be 0%; and
(b) the Syndicated Lenders, the Applicable Percentage for a Syndicated Lender shall be the proportion that the Syndicated Facility Commitment of such Syndicated Lender bears to the Total Syndicated Facility Commitment at such time.

41946005.6

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 be relevant to such Lender, and when used in Section 12.18(b) in relation to both Lenders and Swap 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 such Lender’s Commitment bears to the Total Commitment;

“ Approved Fund ” means any Fund that is administered or managed by:

(a) a Lender,
(b) an Affiliate of a Lender, or
(c) an entity or an Affiliate of an entity that administers or manages a Lender;

“ ARO ” means at any time the present and future, direct or indirect, absolute or contingent obligations of any Loan Party to abandon, restore, reclaim or otherwise remediate the wells, facilities, pipelines, storage sites and other property on, or in respect of, which such Loan Party carries on business;

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.1), and accepted by the Agent, substantially in the form of Schedule F or any other form approved by the Agent;

“ Available Tenor ” means, as of any date of determination and with respect to a then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or any component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.18(d);

“ 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 5 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;

“ 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 countercydical 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 and “Basel III: The liquidity coverage ratio and liquidity risk monitoring tools” published by the Basel Committee on Banking Supervision in January 2013, as amended, modified, supplemented, reissued or replaced from time to time;

“ BBS Cure Period ” has the meaning ascribed in Section 3.5(i);

41946005.6

“ Benchmark ” means, initially, (a) in respect of any SOFR Loan, the Term SOFR Reference Rate and (b) in respect of any CORRA Loan, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided in each case that if a Benchmark Transition Event has occurred with respect to any then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.18;

“ Benchmark Loan ” means (a) any SOFR Loan and (b) any CORRA Loan, as the context requires;

“ Benchmark Replacement ” means, with respect to any Benchmark Transition Event:

(a) the Term SOFR Reference Rate (or any Benchmark replacing the Term SOFR Reference Rate), the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:
(i) Adjusted Daily Simple SOFR; or
(ii) the sum of: (A) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (I) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (II) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment;
(b) with respect to obligations, interest, fees, commissions or other amounts calculated with respect to the Term CORRA Reference Rate (or any Benchmark replacing the Term CORRA Reference Rate), the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:
(i) Adjusted Daily Compounded CORRA; or
(ii) the sum of: (A) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (I) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (II) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Canadian Dollar-denominated syndicated credit facilities and (B) the related Benchmark Replacement Adjustment; and
(c) with respect to obligations, interest, fees, commissions or other amounts calculated with respect to CORRA (or any Benchmark replacing CORRA), the sum of: (A) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (I) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (II) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities denominated in Canadian Dollars and (B) the related Benchmark Replacement Adjustment,

provided that, if the Benchmark Replacement as determined 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;

41946005.6

“ Benchmark Replacement Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower 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 or Canadian Dollar-denominated syndicated credit facilities (as applicable) at such time;

“ Benchmark Replacement Date ” means, at any time, a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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

“ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to any then-current Benchmark:

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

41946005.6

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 no longer, or as of a specified future date will no longer be, representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

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

“ Benchmark Unavailability Period ” means, in respect of any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred in respect of such Benchmark if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 3.18 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 3.18;

“ Bilateral Financial Service Agreements ” means each present and future agreement between a Creditcard Lender and a Loan Party with respect to Creditcard Facilities, and each present and future agreement between the Operating Lender and a Loan Party with respect to Cash Management Services;

“ Borrower ” means Cardinal Energy Ltd., a corporation under the laws of Alberta, and its successors and permitted assigns;

“ Borrowing Base ” means the amount, determined and redetermined, as applicable, by the Lenders from time to time pursuant to Section 3.5 in the exercise of their sole discretion in accordance with their usual and customary practices for loans of a similar nature to the Facilities, and which represents such Lenders’ estimate of the future net revenues or the net present value of revenues (adjusted to take into account coverage ratios customarily applied by such Lenders) expected to be derived in the future from the Borrowing Base Assets to which the Lenders attribute value, after deducting therefrom such capital expenditures, operating and other expenses and charges, royalties, burdens or encumbrances on or in respect of any of the Borrowing Base Assets or deductible in arriving at revenues obtained therefrom, and such abandonment and reclamation costs in respect thereof, as the Lenders determine. In making any determination or redetermination of the Borrowing Base from time to time, the Lenders will utilize their estimates of economic factors, quantity and recoverability of reserves, demand for and deliverability of Petroleum Substances, pricing forecasts, burdens, foreign exchange rates, hedges, escalation or deescalation of commodity prices and expenses over the economic life of the relevant reserves and other assumptions and factors as the Lenders consider affect such determination or redetermination;

“ Borrowing Base Assets ” means all and only:

(a) the P&NG Rights of each Loan Party to which any proved reserves are attributed in the Engineering Report (or the data, information and updates referred to in Section 3.5(d)) most recently provided to the Agent; and

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(b) the Tangibles and Miscellaneous Interests of each Loan Party which are directly or indirectly attributed any value in the Engineering Report (or the data, information and updates referred to in Section 3.5(d)) most recently provided to the Agent and located and primarily used in connection with any reserves described in paragraph (a) of this definition,

in each case, which the Lenders have included in the determination of the Borrowing Base;

“ Borrowing Base Shortfall ” has the meaning ascribed to such expression in Section 3.5(i);

“ Borrowing Notice ” means a notice to effect an Accommodation delivered under Section 3.6 and substantially in the form of Schedule B with all applicable blanks completed;

“ Borrowings ” means, at any time, the aggregate of:

(a) the aggregate of the principal amount outstanding by way of all Loans made by the Syndicated Lenders (collectively, the “ Syndicated Borrowings ”); and
(b) the aggregate of:
(i) the principal amount outstanding by way of all Loans made by the Operating Lender; and
(ii) the undrawn amount of all outstanding Letters of Credit issued by the Operating Lender,
- (collectively, the “ Operating Borrowings ”);

“ bps ” means 1/100th of one percent;

“ 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 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;

“ Budgeted Capital Expenditures ” means the budgeted amount of capital expenditures shown in the annual consolidated budget for the Borrower, provided such capital expenditures relate to additions to property, plant or equipment of the Borrower and the other Loan Parties and do not relate to expenditures to be made with the proceeds of insurance or compensation for lost or damaged assets;

“ Business Day ” means a day, excluding Saturday and Sunday, on which banking institutions are open for the transaction of commercial business in Calgary, Alberta, Toronto, Ontario and New York, New York; provided that in respect of any determination of SOFR (or any interest rate derived therefrom), or any Advance of a SOFR Loan, or any other matter in respect or otherwise relating to SOFR (or any interest rate derived therefrom), such date must also be a U.S. Government Securities Business Day;

“ Canadian Dollars ”, “ Cdn. Dollars ” and the symbols “ Cdn. $ ” and “ $ ” each mean lawful money of Canada;

“ Canadian Sanctions Designated Person ” has the meaning given to it in Section 2.1(r)(i);

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“ Cash Collateral Account ” means an account with the Agent, or such other financial institution as designated by the Agent, from which the Borrower does 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 shall be the subject of a Security Interest in favour of the Agent on behalf of the Lenders;

“ Cash Management Services ” means, with respect to the Operating Lender, cash or treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts, interstate depository network services, wire payments and account netting and pooling services) or any similar services which the Borrower and/or any Loan Party maintains with the Operating Lender;

“ 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 Law or treaty,
(b) any change in any Applicable Law or treaty or in the administration, interpretation, 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;

“ Change of Control ” means and shall be deemed to have occurred if and when:

(a) any person or persons acting jointly or in concert (within the meaning of the Securities Act (Alberta)), shall acquire ownership or control, directly or indirectly, of Voting Shares in the capital of the Borrower which have or represent more than 35% of all the votes entitled to be cast by shareholders for an election of the board of directors of the Borrower;
(b) other than in the case of an Excluded Replacement, individuals who were elected as members of the board of directors of the Borrower by the most recent resolutions of the shareholders of the Borrower shall no longer constitute a majority of the board of directors of the Borrower at any time prior to the next following resolutions of the shareholders of the Borrower relating to the election of the same, and the Lenders shall have determined that the resulting board of directors shall not be acceptable to the Lenders, such determination to be made by each Lender in its sole discretion;
(c) other than in the case of an Excluded Replacement, individuals who were members of the board of directors of the Borrower immediately prior to resolutions of the shareholders of the Borrower relating to the election of directors shall not constitute a majority of the board of directors following such election, and the Lenders shall have determined that the resulting board of directors shall not be acceptable to the Lenders, such determination to be made by each Lender in its sole discretion; or

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(d) the Borrower transfers all or substantially all of its assets to any other Person if that transfer is not otherwise permitted by the other provisions of this Agreement;

“ CIBC ” means Canadian Imperial Bank of Commerce and its successors and permitted assigns;

“ COGEH Definitions ” means the definitions promulgated by the Canadian Oil and Gas Evaluation Handbook in effect 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;

“ Commitment ” means each Lender’s Syndicated Facility Commitment or Operating Facility Commitment, as the case may be or, if the context so requires, the aggregate thereof;

“ Commodity Swap ” means an agreement entered into between a Person and a counterparty on a case by case basis, the purpose and effect of which is to mitigate or eliminate such Person’s exposure to fluctuations in commodity prices, whether physically or financially settled;

“ Communications ” has the meaning ascribed to it in Section 14.7(d)(ii);

“ Compliance Certificate ” means a compliance certificate substantially in the form attached hereto as Schedule D executed by a senior officer of the Borrower;

“ Conforming Changes ” means, with respect to either the use or administration of a Benchmark (or any interest rate based upon a Benchmark), or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “Prime Rate”, “U.S. Base Rate”, “Business Day”, “U.S. Government Securities Business Day”, “Interest Period” or any similar or analogous definition in respect of the foregoing, the timing and frequency of determining rates and making payments of interest, the timing of Borrowing Notice, Rollover Notice or Conversion Notice, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters), that the Agent decides, acting reasonably, 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, acting reasonably, is necessary in connection with the administration of this Agreement and the other Loan Documents);

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto;

“ 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 “ Convert ” and the derivatives thereof shall have an equivalent meaning;

“ Conversion Date ” means each Business Day that the Borrower has notified the Agent as the date on which the conversion of a Borrowing or a portion thereof is to be made pursuant to a request from the Borrower under Section 3.11;

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“ Conversion Notice ” means a notice to effect a Conversion delivered under Section 3.11 and substantially in the form of Schedule C with all applicable blanks completed;

“ CORRA ” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator);

“ CORRA Adjustment ” means a percentage equal to (a) 0.29547% (29.547 bps) per annum for an Interest Period of one-month’s duration and (b) 0.32138% (32.138 bps) per annum for an Interest Period of threemonths’ duration;

“ CORRA Interpolated Rate ” means, for any Term CORRA Loan for a Non-Standard Interest Period, the rate per annum determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the sum of Adjusted Term CORRA for the longest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term CORRA is available that is shorter than the Non-Standard Interest Period of such Term CORRA Loan and (b) the sum of Adjusted Term CORRA for the shortest Interest Period that is not a Non-Standard Interest Period for which Adjusted Term CORRA is available that exceeds the NonStandard Interest Period of such Term CORRA Loan, at such time; provided that when determining the CORRA Interpolated Rate for a Non-Standard Interest Period which is less than one month, the rate for the purposes of clause (a) above shall be deemed to be the sum of Adjusted Term CORRA for an Interest Period of one months’ duration;

“ CORRA Loans ” means, collectively, Term CORRA Loans and Daily Compounded CORRA Loans, and “ CORRA Loan ” means any one of them as the context requires;

“ Credit Documents ” mean, collectively, this Agreement, all ISDA Master Agreements between a Swap Lender and a Loan Party and all Transactions documented thereunder, all agreements between a Creditcard Lender and a Loan Party with respect to Creditcard Facilities, and all agreements between the Operating Lender and a Loan Party with respect to Cash Management Services; and “ Credit Document ” means any of them;

“ Creditcard Facilities ” means any corporate credit card facilities for commercial purposes (including “commercial credit cards” and “purchasing cards”);

“ Creditcard Lender ” means a Lender or an Affiliate of a Lender which has provided Creditcard Facilities to a Loan Party;

“ Creditcard Obligations ” means indebtedness, liabilities and obligations of any Loan Party to a Creditcard 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 purpose and effect of which is to mitigate or eliminate such Person’s exposure to fluctuations in exchange rates;

“ Daily Compounded CORRA ” means, for any day in an interest payment period, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a five (5) Business Day lookback) being established by the Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded CORRA for business loans; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish

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another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Benchmark Transition Event with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA;

“ Daily Compounded CORRA Loan ” means an Advance in Canadian Dollars which bears interest at a rate based on Adjusted Daily Compounded CORRA, provided that if a Benchmark Transition Event has occurred with respect to the Daily Compounded CORRA or the then current Benchmark Replacement thereof, then “Daily Compounded CORRA Loan” means any loan made with reference to the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section (b)(i).

“ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a five (5) Business Day lookback) being established by the Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion;

“ Daily Simple SOFR Adjustment ” means, with respect to Daily Simple SOFR, 0.10% (10 bps) per annum;

“ Debt ” means, as at any particular time and as determined on a consolidated basis in respect of the Borrower in accordance with GAAP, all obligations, indebtedness and liabilities (without duplication):

(a) for borrowed money;
(b) arising pursuant to note purchase facilities and commercial paper programs, or the stated amount of letters of credit, letters of guarantee and surety bonds supporting obligations which would otherwise constitute Debt within the meaning of this definition or indemnities issued in connection therewith;
(c) evidenced by bonds, debentures, notes or other similar instruments (whether or not with respect to the borrowing of money);
(d) arising under Guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations relating to the obligations of any other Person which would otherwise constitute Debt within the meaning of this definition, and all obligations incurred for the purpose of or having the effect of providing Financial Assistance;
(e) for or in respect of Financial Leases, Prepaid Obligations or Production Payments;
(f) for or in respect of the deferred purchase or acquisition price of property (including obligations secured by Purchase Money Security Interests and obligations in respect of a Sale/Leaseback) in excess of 120 days but excluding, for certainty, accounts payable arising in the ordinary course of business;
(g) all obligations for or in respect of the purchase from another Person of any of such other Person’s property, assets or undertaking, the purchase price in respect of which has been prepaid by the purchaser; and

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(h) for or in respect of redemption obligations with respect to any shares issued by the Borrower or a Subsidiary (excluding shares that may be redeemed in whole or in part in specie ) which are not held by the Borrower or its Subsidiaries and which are by their terms or pursuant to any contract, agreement or arrangement:
(i) redeemable, retractable, payable or required to be purchased or otherwise retired or extinguished, or convertible into Debt in any case, prior to the latest Maturity Date of any Lender (A) at a fixed or determinable date, (B) at the option of any holder thereof, or (C) upon the occurrence of a condition not solely within the control and discretion of the Borrower or such Subsidiary, or
(ii) convertible into any other shares described in (i) above;

“ Debt to EBITDA Ratio ” means, as at the end of a Fiscal Quarter, the ratio of Debt on the last day of such Fiscal Quarter to EBITDA for the applicable period ending on the last day of such Fiscal Quarter;

“ 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 other applicable jurisdictions from time to time in effect;

“ Default ” shall mean the occurrence of any of the events specified in Section 10.1, whether or not any requirement for notice or lapse of time or other condition precedent has been satisfied;

“ Defaulting Lender ” means, subject to Section 14.2(c), any Lender that:

(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 Borrower in writing that such failure is the result of such Lenders 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 Borrower or the Agent in writing that it does not intend to comply with 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);
(c) has failed, within three Business Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with 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 the Agent and the Borrower);
(d) has a Lender Parent that has, (i) become the subject of a proceeding under any Debtor Relief Law, 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 solely by virtue of the ownership or acquisition of any equity interest in that Lender or any Lender Parent by a Governmental

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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 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 provided that it is hereby recognized and agreed that Export Development Canada shall not be a Defaulting Lender as provided in this definition due solely to its ownership or control by the Government of Canada which also provides it with immunity from attachment to its assets; or

(e) that becomes the subject of a Bail-In Action.

Any determination by the Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 14.2(c)) upon delivery of written notice of such determination to the Borrower and each Lender;

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

“ Distribution ” by a Person means:

(a) any declaration, payment or setting aside for payment of any dividend, return of capital or other distribution on or in respect of any of the share, partnership or trust capital of such Person;
(b) any redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any of the share, partnership or trust capital of such Person or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for share, partnership or trust capital of such Person, including options, warrants, conversion or exchange privileges and similar rights;
(c) the payment of any principal, interest, fees, redemption amounts or other amounts on or in respect of any loans, advances or other indebtedness owing at any time by such Person to a holder of shares, partnership interests or trust units of such Person or an Affiliate of such holder;
(d) any loan, advance, payment of management or consulting fees or reimbursement of costs which is made by the Person to or in favour of a holder of shares, partnership interests or trust units of such Person or an Affiliate of such holder except where any such payment is made to any such holder in such holder’s capacity as an officer, director or employee of such Person in the ordinary course of business;
(e) the transfer by the Person of any property or assets for consideration of less than its or their fair market value or on non-arms’ length terms and conditions to a holder of shares, partnership interests or trust units of such Person or an Affiliate of such holder;
(f) any payment of principal, interest, fees or other amounts owing in respect of any Debt that is subordinate or ranks junior to the Lender Outstandings; or
(g) any other payment or distribution whereby any production or revenues from Borrowing Base Assets are paid or distributed to a holder of shares, partnership interests or trust units of such Person or an Affiliate of such holder;

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

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“ 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 from the Borrower under Section 3.6;

“ EBITDA ” means, for any fiscal period ending at a particular time and as determined in accordance with GAAP on a consolidated basis in respect of the Borrower:

(a) all Net Income for such period, plus
(b) all Financing Charges to the extent deducted in determining such Net Income, plus
(c) all amounts deducted in the calculation of such Net Income in respect of the provision for income taxes, plus
(d) all amounts deducted in the calculation of such Net Income in respect of non-cash items, including depreciation and amortization (other than depreciation related to any asset being leased under a Premises Lease), accretion, future taxes, non-cash losses resulting from foreign currency obligations (in accordance with GAAP), non-cash losses resulting from the Mark-to-Market of outstanding Swaps (in accordance with GAAP), stock-based compensation and the write down of assets, plus
(e) all losses attributable to extraordinary and non-recurring losses, in each case to the extent deducted in the calculation of such Net Income,

less (on a consolidated basis, without duplication):

(f) earnings attributable to extraordinary and non-recurring earnings and gains, in each case to the extent included in the calculation of such Net Income,
(g) to the extent included in such Net Income, gains from asset sales;
(h) the net income of any Subsidiary of the Borrower, to the extent that the distribution by that Subsidiary of amounts of such Net Income to the Borrower is restricted by a contract, operation of law or otherwise;
(i) all cash payments during such period relating to non-cash charges which were added back in determining EBITDA in any prior period; and
(j) to the extent included in such Net Income, any other non-cash items increasing such Net Income for such period including non-cash gains resulting from the Mark-to-Market of outstanding Swaps (in accordance with GAAP);

provided that for the purposes of this definition:

(i) EBITDA as at the end of any particular Fiscal Quarter shall be calculated based on a last four Fiscal Quarter trailing basis, based on the most recent Fiscal Quarter end; and
(ii) if any Material Acquisition is made by a Loan Party (whether by amalgamation, asset or share acquisition or otherwise) at any time during the relevant period of calculation, such Material Acquisition shall be deemed to have been made on and as of the first day of such

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calculation period; and if any Material Disposition is made by a Loan Party (whether by asset or share disposition or otherwise) at any time during the relevant period of calculation, or the assets cease to be owned by a Loan Party, such Material Disposition shall be deemed to have been made on and as of the first day of such calculation period;

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity 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 institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its Lender Parent;

“ 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 resolution of any EEA Financial Institution;

“ Effective Date ” means the date on which all of the conditions precedent under Section 8.1 have been satisfied;

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under 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));

“ Energy Regulator ” means (a) with respect to Alberta, the Alberta Energy Regulator, (b) with respect to British Columbia, the BC Energy Regulator, (c) with respect to Saskatchewan, the Saskatchewan Ministry of Energy and Resources, and (d) with respect to any other Material Jurisdiction, the regulatory body with responsibility for the oversight of environmental matters in the oil and gas industry in such Material Jurisdiction; and in each case, together with any successor or replacement agency, department, ministry or commission thereto;

“ Engineering Report ” means a detailed report prepared by GLJ Ltd. or another independent petroleum engineer or firm thereof satisfactory to the Required Lenders, acting reasonably, which report shall, as of its date, set forth the reserves attributable to the P&NG Rights and which report shall be in form and substance satisfactory to the Required Lenders, acting reasonably, and shall, at a minimum, set forth each Loan Party’s royalty interests, proved developed producing, proved developed non-producing, proved undeveloped reserves and total proven reserves and a projection of the rate of production and future net revenue therefrom;

“ Environmental Certificate ” means a certificate substantially in the form of Schedule H hereto;

“ Environmental Laws ” means all Applicable Laws and Governmental Actions regarding the environment or pursuant to which Environmental Liabilities could arise or have arisen, including all Applicable Laws and Governmental Actions relating to the Release or threatened Release of any contaminant or the generation, use, storage or transportation of any contaminant;

“ Environmental Liabilities ” means any and all 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 property or asset, whether or

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not caused by a breach of Applicable Laws, including all 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 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;

“ Equivalent Amount ” means with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is converted into the first currency using the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at close of business on the immediately preceding Business Day) and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Agent in Toronto, Ontario on the Business Day such conversion is to be made in accordance with its normal practice;

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect;

“ Erroneous Payment ” has the meaning assigned to it in Section 12.25(a);

“ Erroneous Payment Deficiency Assignment ” has the meaning assigned to it in Section 12.25(d);

“ Erroneous Payment Return Deficiency ” has the meaning assigned to it in Section 12.25(d);

“ Escrow Funds ” has the meaning ascribed thereto 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 any cash or cash equivalents of the Loan Parties that, when taken as a whole, is in excess of Cdn. $10,000,000 (or the Equivalent Amount thereof in U.S. Dollars or any other currency) at any time, but excluding therefrom any cash or cash equivalents which are Excluded Deposits/Amounts;

“ Excluded Deposits/Amounts ” means cash or cash equivalents:

(a) held in trust or escrow pursuant to and in accordance with the terms of arm’s length purchase and sale agreements related to rights of first refusal, title defects, indemnities or other customary matters;
(b) required by Applicable Law or a mandatory contractual obligation to be on deposit, including amounts held in trust, for the purposes of satisfying abandonment, reclamation and similar obligations;
(c) held in escrow pursuant to an offering of subscription receipts (or similar equity offering) by any Loan Party which have not yet been released from escrow in accordance with the terms of such offering;
(d) held by arm’s length third parties representing deposits, trust funds or other amounts payable by one or more arm’s length third parties to the Loan Parties which are not then releasable to such Loan Parties and which cannot be paid or transferred on the direction of the Loan Parties;

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(e) held in Cash Collateral Accounts for the purposes contemplated herein;
(f) Excluded Drawdown Proceeds; or
(g) which the Lenders (acting reasonably) have previously agreed in writing shall constitute Excluded Deposits/Amounts for all purposes hereof;

“ Excluded Drawdown Proceeds ” means the proceeds of any Drawdown under the Facilities, provided:

(a) such Drawdown is made for a specified and legitimate business purpose (other than simply accumulating a cash reserve); and
(b) such proceeds shall be expended for such specified and legitimate business purposes within 5 Business Days after the Drawdown Date thereof (and for certainty, such proceeds shall cease to be Excluded Deposits/Amounts after the end of such 5 Business Day period);

“ Excluded Replacement ” means, with respect to the Borrower, the replacement of those of its directors who have died, have been found to be of unsound mind by a court of competent jurisdiction, have become bankrupt or have otherwise ceased to be qualified to act as a director under Applicable Law;

“ 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 Borrower hereunder,

(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 other jurisdiction in which the Borrower is located, and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the 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 the Borrower with respect to such withholding tax pursuant to Section 11.2(a);

“ Existing Credit Agreement ” means the third amended and restated credit agreement dated as of May 11, 2023, among Cardinal Energy Ltd., as Borrower, the Lenders, and Canadian Imperial Bank of Commerce, as Agent;

“ Facilities ” means, collectively, the Operating Facility and the Syndicated Facility, and “ Facility ” means any one of them;

“ Federal Funds Effective Rate ” means, on 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

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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 the Agent, acting reasonably, provided that if, based on the foregoing, such rate shall ever be determined to be less than the Floor, then such rate shall be deemed to be the Floor;

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States;

“ Financial Assistance ” means, with respect to any person and without duplication, 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) for the purpose of enabling 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, materials or supplies primarily for the purpose of enabling any person to make payment of Debt or to assure the holder thereof against loss;
(c) guarantee, indemnify, hold harmless or otherwise become liable to any creditor of any other person from or against any losses, liabilities or damages in respect of Debt;
(d) make a payment to another for goods, property or services regardless of the non-delivery or nonfurnishing thereof to the Borrower or any Subsidiary (as applicable); or
(e) make an advance, loan or other extension of credit to or to make any subscription for 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, without duplication, 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 the determinable amount;

“ Financial LC ” means a stand-by letter of credit if it serves as a payment guarantee of a Borrower’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 as in effect on December 31, 2017, be required to be classified and accounted for as a capital lease on a balance sheet of a lessee, where the lessee is the Borrower or a Subsidiary of the Borrower; for certainty, any leases or other arrangements (whether entered into before or after December 31, 2017) that would have been characterized as operating leases under GAAP as in effect on December 31, 2017 shall be deemed to be operating leases for purposes hereof and shall be excluded from this definition;

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“ Financing Charges ” means, for any fiscal period, without duplication, interest expense of the Borrower determined on a consolidated basis in accordance with GAAP, as the same would be set forth or reflected in a consolidated statement of earnings (loss) of the Borrower and, in any event and shall include:

(a) all interest accrued or payable in respect of such period, including capitalized interest and imputed interest with respect to lease obligations included as Debt;
(b) all fees (including standby and commitment fees and fees payable in respect of letters of credit, letters of guarantee and similar instruments) 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 commercial paper and other obligations issued at a discount, prorated (as required) over such period;
(d) the aggregate of all purchase discounts relating to the sale of accounts receivable in connection with any asset securitization program; and
(e) all net amounts charged or credited to interest expense under any Interest Swap in respect of such period;

“ 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;

“ Fiscal Year ” means the Borrower’s fiscal year commencing on January 1 of each year and ending on December 31 of such year;

“ Floor ” means a rate of interest equal to 0.00% per annum ;

“ Forecasted Production Volumes ” has the meaning ascribed thereto in Section 9.1(i);

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, Canada and each province and territory thereof shall be deemed to constitute a single jurisdiction;

“ 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;

“ GAAP ” means generally accepted accounting principles which are in effect from time to time in Canada, which as of the Effective Date is IFRS to the extent adopted by CPA Canada;

“ Government Financial Support ” means available financial support to be provided by the Canadian Government or any Governmental Authority, including Export Development Canada and Business Development Bank of Canada;

“ Governmental Action ” means an authorization, consent, approval, waiver, order, decree, licence, 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;

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“ 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, whether direct or indirect, contingent or otherwise, to assume, guarantee, endorse, contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any indebtedness or liability of any Person, or indemnifying any Person against loss in any manner, whether direct or indirect; provided that the amount of each Guarantee shall be deemed to be the amount of the indebtedness or liability guaranteed, indemnified or assured thereby, unless the Guarantee is limited to a specified amount or to realization 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 or liability;

“ Hostile Acquisitions ” means an acquisition, which is required to be reported to applicable securities regulatory authorities, of shares of a corporation where the board of directors of that corporation has not approved such acquisition nor recommended to the shareholders of the corporation that they sell their shares pursuant to the proposed acquisition or of units of a trust where the trustee or manager or administrator of that trust has not approved such acquisition nor recommended to the unitholders of the trust that they sell their units pursuant to the proposed acquisition or of units of a partnership where the board of directors of the general partner thereof has not approved such acquisition nor recommended to the partners of the partnership that they sell their units pursuant to the proposed acquisition;

“ 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;

“ Illegality Notice ” has the meaning ascribed thereto in Section 11.4(b);

“ Indemnified Taxes ” means Taxes other than Excluded Taxes;

“ Indemnitee ” has the meaning ascribed thereto in Section 14.3(c);

“ Information ” has the meaning ascribed thereto in Section 13.4;

“ Interest Date ” means the third Business Day of each month;

“ Interest Period ” means:

(a) in respect of each SOFR Loan, a period of one, three or six months or such shorter or longer period as may be agreed to by all of the Lenders (in each case, subject to the market availability thereof), with respect to such SOFR Loan; and
(b) in respect of each CORRA Loan, a period of one or three months or such shorter period as may be agreed to by all of the Lenders (in each case, subject to the market availability thereof), with respect to such CORRA Loan,

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provided that (1) the Interest Period shall commence on the date of an Drawdown or Rollover of, or a Conversion to, a Benchmark Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the preceding Interest Period expires; (2) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day (provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day); (3) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (4) no Interest Period shall extend beyond the Maturity Date; and (5) no tenor that has been removed from this definition pursuant to Section 3.18(a) shall be available for specification in such Borrowing Notice, Rollover Notice or Conversion (except for as may be agreed by all of the Lenders);

“ 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 purpose and effect of which is to mitigate or eliminate such Person’s exposure to fluctuations in interest rates;

“ ISDA Master Agreement ” means either the 1992 form of Master Agreement (Multi Currency-Cross Border) or the form of 2002 Master Agreement or any successor form thereof, in each case published and as from time to time amended, restated or replaced by the International Swaps and Derivatives Association, Inc. 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;

“ LCA ” means the licensee capability assessment used by the Alberta Energy Regulator to assess the capabilities of licensees to meet their regulatory and liability obligations across the energy development cycle, as more particularly described in Directive 088: Licensee Life-Cycle Management;

“ Lender Outstandings ” means collectively all Borrowings, Creditcard Obligations and Permitted Swap Indebtedness;

“ Lender Parent ” means any person that directly or indirectly controls a Lender and, for the purposes of this 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 any Loan Party where the other party (other than such Loan Party), at the time the Swap was entered into, is a Lender or an Affiliate of a Lender, whether or not such 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 ” means a standby or documentary letter of credit or letter of guarantee in Canadian Dollars or U.S. Dollars issued by the Operating Lender at the request of the Borrower pursuant to this Agreement, and which are either Financial LC’s or Non-Financial LC’s;

“ Letter of Credit Fee ” means a fee based on the applicable Debt to EBITDA Ratio from the definition of “Applicable Margin” and expressed as a rate per 365 day period with respect to Letters of Credit issued by

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the Operating Lender, as applicable, hereunder and for purposes of calculating the Letter of Credit Fee with respect to Financial LC’s or Non-Financial LC’s, as applicable;

“ LMR ” means, subject to Section 1.11, for any Material Jurisdiction, the environmental liability management rating (or equivalent) governing conventional upstream oil and gas wells, facilities, and pipelines for such jurisdiction, as determined in accordance with the rules and regulations of each applicable Material Jurisdiction and its Energy Regulator for the then relevant period, provided that any security deposits provided to the applicable Energy Regulator will not be considered as part of the deemed assets used in such calculation for purposes of this definition;

“ LMR Assets ” means, for any province or similar jurisdiction in Canada, all of the upstream oil and gas wells, facilities, pipelines and other physical assets relevant to the determination of the LMR in such jurisdiction;

“ Loan Documents ” means this Agreement, the Security, 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 Borrower and each Subsidiary thereof and “ Loan Party ” means any of them;

“ Loans ” means, collectively and individually, Prime Loans, U.S. Base Rate Loans and Benchmark Loans;

“ 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;

“ Material Acquisition ” means an acquisition by a Loan Party of shares or other assets which increases the Borrowing Base Assets by more than the Threshold Amount;

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

(a) impair in any material manner the ability of any Loan Party to perform any material obligation under this Agreement or any other Credit Document or Loan Document;
(b) have any material and adverse effect upon the validity or enforceability of any of the 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 under or pursuant to the Security; or
(c) be material and adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Loan Parties, on a consolidated basis;

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provided that fluctuations in commodity prices for Petroleum Substances shall not be regarded as an event or circumstance that constitutes a Material Adverse Effect except for the purposes of any redetermination of the Borrowing Base requested by the Lenders pursuant to Section 3.5(e);

“ Material Disposition ” means a disposition by a Loan Party of shares or other assets which decreases the Borrowing Base Assets by more than the Threshold Amount;

“ Material Jurisdiction ” means any jurisdiction in Canada where any Loan Party, in aggregate and at any time from time to time, own or operate LMR Assets with aggregate associated undiscounted and uninflated ARO (expressed in nominal dollars) in excess of the Threshold Amount (expressed in nominal dollars) as calculated in accordance with the policies and practices of the applicable Energy Regulator, and which as of the Effective Date are the Provinces of Alberta, British Columbia and Saskatchewan.

“ Maturity Date ” means, in respect of each Lender, the date which is one year after the Term Out Date of such Lender (as such Term Out Date may be extended hereunder), provided that as of the Effective Date, the Maturity Date for each Lender is May 31, 2026;

“ Minor Title Defects ” means, in respect of a Person, Title Defects or irregularities which are of a minor nature, do not constitute Security Interests, and do not materially detract from the value or use of such Person’s title to such property for the purposes for which it is held, nor impair its saleability, nor cause a material disruption or reduction in the production of Petroleum Substances or cash flow (if any) associated therewith;

“ Miscellaneous Interests ” means, in respect of any P&NG Rights or Tangibles, all interests, property and rights at such time, whether contingent or absolute, legal or beneficial, present or future which affect or are related to or are associated with such P&NG Rights or Tangibles, including the following property, rights, and assets:

(a) all present and future contracts, agreements and documents (including Title and Operating Documents and insurance contracts) relating to any of such P&NG Rights or Tangibles or any rights in relation thereto;
(b) all present and future surface rights which are used or useful in connection with any of such P&NG Rights or Tangibles;
(c) all present and future permits, licenses, authorizations and deposits relating to any of such P&NG Rights or Tangibles, including in respect of facilities, wells and pipelines, or the export, removal, transportation, purchase or sale of Petroleum Substances;
(d)
all Petroleum Substances in the course of production from any of such P&NG Rights;
(e) books, maps, records, documents, seismic, geological, engineering, data processing, well, plant and other reports, data, information, computer programs or other records which relate to or are used or useful in connection with any of such P&NG Rights or Tangibles; and
(f) all extensions, renewals, amendments or replacements of or to any of the foregoing items described in paragraphs (a) through (e) of this definition;

“ Negative Mark-to-Market ” has the meaning attributed to it in the definition of Mark-to-Market;

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“ Net Income ” means, for any fiscal period, the net income of the Borrower determined on a consolidated basis in accordance with GAAP, as set forth in the consolidated financial statements of the Borrower for such period;

“ Non-Agreeing Lender ” has the meaning ascribed to it in Section 3.3(g);

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 12.19 and (ii) has been approved by the Required Lenders;

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

“ Non-Financial LC ” means a Letter of Credit that is not a Financial LC;

“ Non-Standard Interest Period ” means, with respect to a Term CORRA Loan, an Interest Period which is for a term other than one or three months;

“ Notice of Repayment ” means a notice to effect a repayment of Borrowings delivered under Section 3.9 and substantially in the form of Schedule C with all applicable blanks completed;

“ Oil and Gas Ownership Certificate ” means a certificate substantially in the form of Schedule I;

“ Oil and Gas Properties ” means, in respect of the Loan Parties:

(a) all of their P&NG Rights;
(b) all of their Tangibles; and
(c) all of their Miscellaneous Interests;
“ Old GAAP ” has the meaning ascribed to it in Section 1.6(b)(i);

“ Operating Accommodation ” has the meaning given to it in the definition of “Accommodations”;

“ Operating Borrowings ” has the meaning given to it in the definition of “Borrowings”;

“ Operating Facility ” has the meaning set forth in Section 3.1(a)(ii);

“ Operating Facility Amount ” means Cdn. $25,000,000;

“ Operating Facility Commitment ” means, with respect to the Operating Lender, its obligation to make Loans to the Borrower and to issue Letters of Credit at the request of the Borrower, 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;

“ Operating Lender ” means CIBC in its capacity as the provider of the Operating Facility;

“ Operating Lender’s Account for Payments ” means the accounts designated in writing by the Operating Lender from time to time to which payments and transfers are to be effected;

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“ 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 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;

“ Overdraft ” means, in respect of the Operating Facility, an amount owing by the 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 the Borrower maintains with the Operating Lender at the Operating Lender’s Branch of Account for such purpose;

“ P&NG Rights ” means the entire right, title, estate and interest of the Loan Parties (whether legal or beneficial, contingent or absolute, present or future) in and to all:

(a) rights to explore for, drill for, produce, save or market Petroleum Substances;
(b) rights to a share, when produced, of Petroleum Substances;
(c) rights to a share of proceeds of, or to receive payments calculated by reference to the quantity or value of, production from Petroleum Substances when produced;
(d) rights in lands or documents of title relating thereto, including leases, subleases, licenses, permits, reservations, rights and privileges; and
(e) rights to acquire any of the rights described in subparagraphs (a) through (d) of this definition;

and includes interests and rights known as working interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profits interests, revenue interests, net revenue interests, economic interests and other interests; fractional or undivided interests in any of the foregoing; freehold, leasehold or other interests; and options in respect of the foregoing;

“ Participant ” has the meaning assigned to such term in Section 13.1(d);

“ Payment Recipient ” has the meaning assigned to it in Section 12.25(a);

“ Pension Plan ” means any plan, fund or other similar program that is established or maintained by the Borrower or any Subsidiary primarily for the benefit of employees of the Borrower or one or more Subsidiaries which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment;

“ Permitted Dispositions ” means, in respect of the Loan Parties:

(a) the sale or disposition in the ordinary course of business of its share of current production of Petroleum Substances from its Oil and Gas Properties, provided that such sales are not Prepaid Obligations, Production Payments or sales or other such dispositions made as a means of borrowing or raising monies or providing, directly or indirectly, Financial Assistance to any Person;

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(b) any sale, lease, sublease, trade or other disposition of any tools, implements, equipment or machinery which may have become worn out, unserviceable, obsolete, unsuitable or unnecessary in operations or activities relating to its Oil and Gas Properties provided that such sale, lease, sublease, trade or other disposition is in keeping with prudent industry practice;
(c) abandonments, surrenders or terminations of P&NG Rights or interests therein which are effected in accordance with prudent industry practice with respect to P&NG Rights which are not capable of production in economic quantities;
(d) the sale or disposition of P&NG Rights in the ordinary course of business which do not comprise or relate to Borrowing Base Assets;
(e) the sale or disposition of P&NG Rights in the ordinary course of business which are not capable of production in economic quantities;
(f) the sale or disposition resulting from any pooling or unitization of P&NG Rights which are Borrowing Base Assets in the ordinary course of business which is necessary or advisable to facilitate the orderly exploration, development or operation of such P&NG Rights provided that the value to any Loan Party of its interests in the P&NG Rights which are subject to the pooling or unitization immediately after the pooling or unitization (taking into account obligations associated therewith) is not less than the value of its interest in such P&NG Rights immediately before the pooling or unitization;
(g) sales or dispositions in connection with Sale/Leasebacks provided the Debt thereunder is permitted under subsection (d) of the definition of “Permitted Indebtedness”;
(h) the sale or disposition by a Loan Party to another Loan Party; or
(i) the sale or disposition of any assets or properties (excluding any sale or disposition included in any of subsections (a) through (h) above, but including any sale or disposition pursuant to the exercise of any ROFR), where the fair market value of the assets and properties so sold or disposed of, when taken in the aggregate in respect of all such sales and dispositions by all Loan Parties since the last determination or redetermination of the Borrowing Base, does not exceed Cdn. $30,000,000 (unless agreed to by all of the Lenders);

provided that (i) with respect to the Permitted Dispositions referred to in clauses (d) through (i) above, no Borrowing Base Shortfall Default or Event of Default exists at the time such Permitted Disposition is made or would reasonably be expected to result therefrom and (ii) none of the foregoing shall be a Permitted Disposition if, on a pro forma basis after giving effect to any such sale, exchange, lease, transfer or other disposition, the LMR of any Loan Party in any Material Jurisdiction would be less than the lesser of (A) 2.0, and (B) the then current LMR of such Loan Party in such Material Jurisdiction, unless any such reduction in the applicable LMR would be less than 0.05;

“ Permitted Encumbrances ” means any of the following Security Interests or other encumbrances:

(a) reservations, limitations, provisos and conditions expressed in any original grant from the Crown;
(b) Security Interests for Taxes, assessments or governmental charges and any other statutory Security Interests (including with respect to worker’s compensation, employment insurance and similar programs) which:

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(i) are not due or delinquent; or
(ii) relate to claims being contested at the time in good faith by a Loan Party if during such contestation there is no risk of forfeiture of any material assets or property of such Person;
(c) undetermined or inchoate Security Interests arising in the ordinary course of business and incidental to construction or operations which relate to obligations:
(i) not due or delinquent and which have not at such time been filed pursuant to law and no other statutory proceedings have been taken to enforce the same; or
(ii) being contested at the time in good faith by a Loan Party if during such contestation there is no risk of forfeiture of any material assets or property of such Person;
(d) Security Interests incurred or created in the ordinary course of business as security in favour of any other Person which is conducting the exploration, development or operation of the property to which such Security Interests relate for any Loan Party’s obligations in respect of the costs and expenses of such exploration, development or operation, which relate to obligations of any Loan Party not due or delinquent or to obligations of any Loan Party being contested at the time in good faith by such Loan Party if during such contestation there is no risk of forfeiture of any material assets or property of such Person;
(e) the Security Interest of any judgment rendered, or claim filed, against a Loan Party which such Loan Party shall be contesting in good faith if during such contestation there is no risk of forfeiture of any material assets or property of such Person;
(f) easements, rights-of-way, servitudes or other similar rights in land (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) granted to or reserved or taken by other Persons and other minor defects, encumbrances and restrictions which either alone or in the aggregate do not materially detract from the value of such land or materially impair its use in the operation of the Oil and Gas Properties;
(g) Security Interests given by a Loan Party to a public utility or any municipality or governmental or other public authority when required by such public utility or municipality or other governmental authority in the ordinary course of the business of such Loan Party in connection with the Oil and Gas Properties provided such security does not either alone or in the aggregate materially detract from the value of the assets or properties affected thereby or materially impair its use in the operation of the Oil and Gas Properties;
(h) the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease by any statutory provision to terminate any lease or to require payment of royalties as a condition of the continuance thereof;
(i) to the extent that a Security Interest is constituted or created thereby, a pooling or unitization of P&NG Rights in the ordinary course of business which is necessary or advisable to facilitate the orderly exploration, development or operation of such P&NG Rights, provided that the value to any Loan Party of its interests in the P&NG Rights which are subject to the pooling or unitization immediately after the pooling or unitization (taking into account obligations associated therewith) is not less than the value of its interest in such P&NG Rights immediately before the pooling or unitization;

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(j) Security Interests on Petroleum Substances or the proceeds of sale of Petroleum Substances arising or granted or assumed by any Loan Party in the ordinary course of its business pursuant to a processing or transmission arrangement entered into or assumed by it in the ordinary course of business, securing the payment of its obligations in respect of the fees attributable to the processing or transmission (as the case may be) of any such Petroleum Substances under any such processing or transmission arrangement, but only insofar as such Security Interests relate to its obligations which are at such time not due or delinquent;
(k) the Security Interests of the Security and any Security Interests created in favour of the Agent pursuant to any of the Loan Documents;
(l) inchoate liens or any rights of distress reserved in or exercisable under any real property lease or sublease to which any Loan Party 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 such Loan Party is then in compliance in all material respects with such terms;
(m) lessor royalties (including crown or freehold lessor royalties) granted in the ordinary course of business;
(n) any lien, charge or encumbrance which does not secure Debt, the satisfaction of which has been provided for by deposit with the Agent of cash or a surety bond or other security satisfactory to the Agent in an amount sufficient to pay the liability in respect of such lien in full;
(o) Purchase Money Security Interests provided that such Security Interests are granted at the time of acquisition of the property subject thereto and are limited to the property so acquired;
(p) Security Interests constituted by Financial Leases and Sale/Leasebacks provided that such Security Interests are granted at the time such leases are entered into and are limited to the property which is the subject thereof;
(q) Security Interests granted by a Loan Party to another Loan Party provided that the obligations secured thereby have been subordinated and postponed to the Syndicated Borrowings, the Operating Borrowings and the Permitted Swap Indebtedness by subordination provisions satisfactory to the Agent acting reasonably;
(r) Security Interests granted by any newly-acquired Subsidiary of any Loan Party in respect of cash collateral in favour of such newly-acquired Subsidiaries’ prior lenders to secure letters of credit issued to such Subsidiary prior to its acquisition by the applicable Loan Party, provided that: (i) such Subsidiary is acquired pursuant to and in accordance with Section 9.2(o) and (ii) the aggregate amount of all such cash collateral does not at any time exceed $2,500,000; and
(s) all such other claims and encumbrances as are specifically disclosed by notice in writing from the Borrower to the Agent to the extent that the Required Lenders, by specific notice in writing to the Borrower, consent to such claims and encumbrances as Permitted Encumbrances;

provided that in respect of paragraphs (o) and (p) above, the Debt thereunder is permitted under subsection (d) of the definition of “Permitted Indebtedness” and further provided that in respect of paragraph (r) above, the Debt thereunder is permitted under subsection (f) of the definition of “Permitted Indebtedness”;

“ Permitted Financial Assistance ” means any Financial Assistance which a Loan Party has provided or agreed to provide to, or for the benefit of, (a) another Loan Party, or (b) any other Person provided that the

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maximum aggregate amount thereof provided to all such other Persons under this clause (b) does not at any time exceed Cdn. $5,000,000;

“ Permitted Indebtedness ” means:

(a) all Debt of a Loan Party to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders under this Agreement, any Bilateral Financial Service Agreement or a Permitted Swap;
(b) all Debt of a Loan Party to another Loan Party;
(c) all Financial Assistance to the extent it constitutes Permitted Financial Assistance;
(d) Debt in respect of Purchase Money Security Interests, Financial Leases or Sale/Leasebacks or secured by other Security Interests (excluding general Security Interests such as floating charges and general security agreements with respect to all or substantially all of the personal property of a Loan Party, or all or substantially all of the receivables of a Loan Party), provided that the amounts so secured do not exceed, in the aggregate for all Loan Parties, the Threshold Amount;
(e) such other Debt of a Loan Party which the Required Lenders have consented to in writing; and
(f) Debt of any newly-acquired Subsidiary of any Loan Party in respect of letters of credit issued to such newly-acquired Subsidiary by its prior lenders provided that (i) such Subsidiary is acquired pursuant to and in accordance with Section 9.2(o), (ii) the aggregate undrawn face amount of all such letters of credit does not at any time exceed $2,500,000; and (iii) such letters of credit are terminated upon their expiry (and for certainty, any such letters of credit not so terminated upon their expiry shall cease to constitute Permitted Indebtedness),

provided that with respect to the Permitted Indebtedness referred to in clause (d) above, no Borrowing Base Shortfall Default or Event of Default exists at the time such Permitted Indebtedness is incurred or would reasonably be expected to result therefrom;

“ 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 permitted by the provisions of Section 9.2(j);

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity;

“ Petroleum Substances ” means petroleum, natural gas, natural gas liquids, related hydrocarbons and all other substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced or producible in association with any of the foregoing, including hydrogen sulphide and sulphur;

“ Platform ” has the meaning ascribed to it in Section 14.7(d)(i);

“ Positive Mark-to-Market ” has the meaning attributed to it in the definition of “ Mark-to-Market ”;

“ Premises Lease ” means a lease of land and buildings by a Loan Party for use by it in the ordinary course of its business operations;

“ Prepaid Obligations ” means “take-or-pay” or similar obligations of a Person whereby such Person is obligated to settle, at some future date, payment in respect of Petroleum Substances, whether by deliveries

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(accelerated or otherwise) of Petroleum Substances, payment of money or otherwise howsoever, including all such obligations for which such Person is liable without having received and retained a payment therefor or having assumed such obligations;

“ Prime Loans ” means the advances or any portion thereof made available by the Lenders to the Borrower pursuant to either Section 3.6, 3.8, 3.11, 3.12 or 3.15 and outstanding from time to time, which are denominated in Canadian Dollars and on which the Borrower has agreed to pay interest in accordance with Section 5.1;

“ Prime Rate ” means for any day, a fluctuating rate of interest per annum, expressed on the basis of a year of 365 days which is equal on such day to the greater of: (a) the reference rate of interest (however designated) established or quoted by the Agent on such day for determining interest chargeable by it on Canadian Dollar commercial loans made in Canada; and (b) Adjusted Term CORRA for an interest period of one (1) month in effect on such day plus [redacted] per annum. Any change in such rate to be effective automatically on the date such change is established by the Agent without the necessity of any notice being given to the Borrower;

“ Production Payment ” means:

(a) the sale (including any forward sale) or other transfer of any Petroleum Substances, whether in place or when produced, for a period of time until, or of an amount such that, the purchaser will realize therefrom a specified amount of money (however determined, including by reference to interest rates or other factors which may not be fixed) or a specified amount of such product; and
(b) any other interest in property of the character commonly referred to as a “production payment”;

“ Proved Developed Producing Reserves ” has the meaning given to that term in the COGEH Definitions;

“ Purchase Money Security Interest ” means:

(a) a Security Interest taken or reserved in property to secure payment of all or part of its purchase price; and
(b) a Security Interest taken in property by a Person who gives value for the purpose of enabling a Loan Party to acquire rights in such property, to the extent that the value is applied to acquire those rights;

but does not include a Financial Lease or a Premises Lease;

“ Purchasing Lender ” has the meaning ascribed to it in Section 3.3(h);

“ Rateable ” and “ Rateably ” means, subject to adjustment pursuant to Section 10.8, the proportion that 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;

“ Register ” has the meaning ascribed to it 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;

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“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leeching or migration of any element or compound in or into the indoor or outdoor environment (including the abandonment or disposal of any barrels, tanks, containers or receptacles containing any contaminant), or in, into or out of any vessel or facility, including the movement of any contaminant through the air, soil, subsoil, surface, water, groundwater, rock formation or otherwise;

“ Relevant Governmental Body ” means:

(a) in respect of any SOFR Loan, the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto; and
(b) in respect of any CORRA Loan, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto;

“ Removal Effective Date ” has the meaning set forth in Section 12.6(b);

“ Replacement Lender ” has the meaning ascribed to it in Section 3.3(h);

“ Request for Extension ” means a request of the Borrower substantially in the form attached as Schedule E;

“ Required Lenders ” means:

(a) when there are less than three Lenders, all of the Lenders;
(b) during the continuance of a Default or an Event of Default when there are any Borrowings, and subject to Section 10.5(a), those Lenders to whom there is owing 2/3 or more of the aggregate Borrowings under the Syndicated Facility and Operating Facility (subject to Section 14.16); and
(c) at any other time, those Lenders whose Commitments are, in the aggregate, at least 2/3 of the Total Commitment;

provided that the Borrowings and Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders from time to time;

“ Resignation Effective Date ” has the meaning set forth in Section 12.6(a);

“ Revolving Lender ” has the meaning ascribed to it in Section 3.3(a);

“ Revolving Period ” means, in respect of each Lender, the period from the Effective Date until its Term Out Date;

“ ROFR ” means, in relation to any of the Oil and Gas Properties, an option, right of first refusal, right to first purchase, right of first offer or similar right;

“ Rollover ” means, in respect of a maturing Benchmark Loan, the provision by a Lender of a further Borrowing by way of a Benchmark Loan, in the same currency, the proceeds of which are to be applied in whole or part to the repayment of the maturing Borrowing and “ Rolled over ” and the derivatives thereof shall have an equivalent meaning.;

“ Rollover Date ” means that date that a Rollover is to be made pursuant to a Rollover Notice;

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“ Rollover Notice ” means a notice to effect a Rollover delivered under Section 3.12 and substantially in the 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;

“ Security ” has the meaning ascribed thereto in Section 6.1, any amendments thereto and any indentures or instruments supplemental to or in implementation thereof, and any and all other documents, instruments or agreements pursuant to which the Agent or any Lender is granted or receives a Security Interest pursuant to the terms hereof 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 contingent, fixed or floating, legal or equitable, perfected or not, and includes the rights of a lessor pursuant to a Financial Lease or Sale/Leaseback and the proprietary rights, if any, of a lender or buyer in respect of a Production Payment or a transaction giving rise to a Prepaid Obligation, but does not include a right of set-off or a set-off unless such right of set-off has been created expressly for the purpose of securing Debt;

“ SOFR ” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator;

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

“ SOFR Loan ” means an Advance in U.S. Dollars which bears interest at a rate based on Adjusted Term SOFR, provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then current Benchmark Replacement thereof, then “SOFR Loan” means any loan made with reference to the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.18;

“ 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 Debt to EBITDA Ratio;

“ Subsidiary ” means:

(a) a Person of which another Person alone or in conjunction with its other Subsidiaries owns 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;
(b) a Person of which another Person alone or in conjunction with its other Subsidiaries has, 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

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(c) any partnership or trust of which any Loan Party:
(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;

and shall include any Person in like relation to a Subsidiary;

“ Subsidiary Guarantee ” means a guarantee in the form included in Schedule G and executed by each Subsidiary of the Borrower with such changes as the Agent may approve;

“ Swap ” means a Commodity Swap, Currency Swap or Interest Swap;

“ Swap Demand for Repayment ” means a demand made by a Swap Lender pursuant to an agreement evidencing a Lender Swap demanding repayment of all indebtedness relating thereto and shall include any notice under any agreement evidencing a Lender Swap which, when delivered, would require an early termination thereof and may require a payment by any Loan Party in settlement of obligations thereunder as a result of such early termination;

“ Swap Indebtedness ” means:

(a) at any time prior to the Adjustment Time, an amount determined by the Agent (or by the Borrower for the purposes of Section 6 of the Compliance Certificate) by,
(i) calculating, for each Swap Lender, the difference, if positive, between the Positive Markto-Market and Negative Mark-to-Market for all of its Lender Swaps, and
(ii) when such term is used in reference to all Lenders or Swap Lenders, adding together the aggregate net amounts calculated in (a)(i) under this definition above for all Swap Lenders; and
(b) after the Adjustment Time, an amount being determined by each Swap Lender by,
(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 Person which, at the time that it entered into any Swap with any Loan Party, was a Lender or an Affiliate of a Lender;

“ Syndicated Accommodation ” has the meaning given to it in the definition of “Accommodations”.

“ Syndicated Borrowings ” has the meaning given to it in the definition of “Borrowings”.

“ Syndicated Facility ” means the credit facility established in favour of the Borrower pursuant to Section 3.1(a)(i).

“ Syndicated Facility Commitment ” means, with respect to each Syndicated Lender, such Lender’s obligation to make Loans under the Syndicated Facility available to the Borrower, subject to the terms of

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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;

“ Tangibles ” means, in respect of a Loan Party at any time, all right, title, estate and interest, whether absolute or contingent, legal or beneficial, present or future, vested or not, of such Loan Party at such time in and to any tangible property, apparatus, plants, equipment, machinery and fixtures, fixed or non-fixed, real or personal, used or capable of use in exploiting any Petroleum Substances including:

(a) systems, plants and facilities used or useful in producing, gathering, compressing, processing, treating, refining, storing, transporting or shipping Petroleum Substances;
(b) tangible property and assets used or intended for use in exploration, producing, storing, injecting or removing Petroleum Substances; and
(c) all extensions, additions and accretions to any item described in items (a) or (b) above;

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto;

“ Term CORRA ” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Periodic Term CORRA Determination Day ”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day. If such first preceding Business Day is more than three (3) Business Days prior to such Periodic Term CORRA Determination Day, Section 3.18 will apply;

“ Term CORRA Administrator ” means CanDeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator;

“ Term CORRA Loan ” means an Advance in Canadian Dollars which bears interest at a rate based on Adjusted Term CORRA, provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate or the then current Benchmark Replacement thereof, then “ Term CORRA Loan ” means any loan made with reference to the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.18;

“ Term CORRA Reference Rate ” means the forward-looking term rate based on CORRA;

“ Term Lender ” means a Lender which is not a Revolving Lender;

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“ Term Out Date ” means, in respect of each Lender:

(a) May 31, 2025; and
(b) if the Term Out Date is thereafter further extended pursuant to Section 3.3, that date which is 364 days after its then current Term Out Date;

“ Term Period ” means, for each Lender, the period commencing on its Term Out Date and ending on its Maturity Date;

“ Term SOFR ”

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Periodic Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; 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 Reference Rate for a tenor of one month on the day (such day, the “ U.S. Base Rate Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior 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 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 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 Adjustment ” means: 0.10% (10 bps) for an Interest Period of one-month’s duration, 0.15% (15 bps) for an Interest Period of three-months’ duration, and 0.25% (25 bps) for an Interest Period of sixmonths’ duration;

“ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion);

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“ Term SOFR Reference Rate ” means the forward-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 ascribed thereto in such ISDA Master Agreement;

“ Termination Event ” means:

(a) an automatic acceleration of the repayment of indebtedness outstanding hereunder without any notice being required thereunder from the Agent or any Lender; or
(b) an automatic early termination of obligations relating to a Lender Swap, without any notice being required from the Swap Lender;

“ Threshold Amount ” means an amount equal to the greater of (a) 10% of the Borrowing Base as most recently determined or re-determined and in effect and (b) $20,000,000;

“ Title and Operating Documents ” means, in respect of any P&NG Rights or Tangibles at any time, all of the documents (including leases, reservations, permits, licenses of all sorts, exploration agreements, operating agreements, unit agreements, production sharing agreements, pooling agreements, assignments, trust declarations or other agreements to recognize a Loan Party’s interest, participation agreements, farmin or farmout agreements, royalty agreements, purchase agreements and transfers; gas, oil, condensate and other production sale contracts; gathering, common stream, transportation and processing agreements; and agreements for the construction, ownership and/or operation of Tangibles):

(a) by virtue of which P&NG Rights or Tangibles were acquired or constructed or held at such time;
(b) to which the construction, ownership, operation, exploitation, development, production, transportation or marketing of P&NG Rights or Tangibles are subject; or
(c) which grant rights which are or may be used by such Loan Party in connection with such P&NG Rights or Tangibles;

and including the rights (except for P&NG Rights) granted under or created by such documents;

“ Title Defect ” means:

(a) the exercise or assertion by any Person of an entitlement to an actual or alleged ROFR with respect to any of the Oil and Gas Properties; or
(b) a determination or written claim made or threatened by any Person that a Loan Party’s right or title to any Oil and Gas Property is or may reasonably be considered to be void, forfeited, lost or subject to a ROFR, or was never acquired by it, or comprises an interest less than, or is subject to greater or different burdens, encumbrances or adverse claims of whatsoever nature or kind (other than Permitted Encumbrances) than, that evaluated in the most recent Engineering Report;

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“ Total Commitment ” means the aggregate of the Operating Facility Commitment and the Total Syndicated Facility Commitment;

“ Total Syndicated Facility Commitment ” means, at any time, the amount equal to the aggregate of the Syndicated Facility Commitment of each Syndicated Lenders at such time;

“ Transaction ” has the meaning ascribed thereto in the applicable ISDA Master Agreement between any Loan Party and a Swap Lender;

“ U.S. Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) 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 demand loans made by the Agent in Canada in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1.00% and (c) Adjusted Term SOFR for a one-month Interest Period in effect for such day plus 1.00%; provided that, if U.S. Base Rate as so determined above for any day shall be less than the Floor, such rate shall be deemed to be the Floor for such day;

“ U.S. Base Rate Loan ” means an Advance in U.S. Dollars which bears interest at a rate based on the U.S. Base Rate;

“ U.S. Dollars ” and the symbol “ U.S. $ ” each mean lawful money of the United States of America;

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

“ Unadjusted Benchmark Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment;

“ Voting Shares ” means:

(a) share capital of any class of any corporation or securities of any other Person which carry voting rights to elect the board of directors or other body exercising similar functions under any circumstances, but shares or other securities which carry the right to so vote 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 write down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Headings and Table of Contents

The headings, the table of contents and the Article and Section titles are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

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1.3 References

Unless something in the subject matter or context is inconsistent therewith, all references to Sections, Articles and Schedules are to Sections and Articles of and Schedules to this Agreement. The words “hereto”, “herein”, “hereof”, “hereunder” and similar expressions mean and refer to this Agreement.

1.4 Rules of Interpretation

In this Agreement, unless otherwise specifically provided,

(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 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 other legislative enactment dealing with substantially the same subject matter as the statute, act or other legislative enactment so replaced.

1.5 Generally Accepted Accounting Principles

All financial statements required to be furnished by the Borrower 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 balance sheet 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 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) Generally Accepted Accounting Principles applied by the Borrower in respect of its financial statements on the date hereof (“ Old GAAP ”), rather than
(ii) Generally Accepted Accounting Principles subsequently in effect in Canada and applied by the Borrower in respect of its financial statements and utilized for purposes of determining such amount,

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

(c) If the 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 would 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 Borrower or of the Agent or the Lenders hereunder, the 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 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 Borrower or of the Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, or by the Agent to the 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 (b) or Section 1.6(c), the 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 Borrower or of the Agent and the Lenders and shall in good faith negotiate to execute 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 Effective Date or the position of the Borrower or the Agent and the Lenders (as the case 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 Borrower’s prior accounting policy, as applicable. For the purposes of this Section 1.6, the 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 Effective Date. If the 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 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 Borrower’s prior accounting policy, as applicable.

1.7 Time

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

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1.8 Payment for Value

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

1.9 Monetary References

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

1.10 Swap Lenders and Creditcard Lenders

Each Lender, in its capacity as a Swap Lender and Creditcard Lender and for and on behalf of any of its Affiliates which become a Swap Lender or a Creditcard Lender, agrees to comply with and to cause each such Affiliate in its capacity as a Swap Lender or Creditcard Lender to comply with the Loan Documents and Credit Documents to the extent they apply to any Swap Lender or 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, and Creditcard Lender.

1.11 Changes to LMR

If (a) as a result of any change in any Applicable Law, rule, policy, regulation, order or directive, any applicable Energy Regulator ceases to use a LMR (or equivalent) as a means of determining whether a corporation is in compliance with such regulator’s abandonment and reclamation policies, regulations and directives in any one or more Material Jurisdiction, (b) the method of calculation of any LMR changes in any material manner in any Material Jurisdiction, or (c) if the threshold for which (i) license transfers of regulated properties shall be permitted under an Energy Regulator’s licensee liability regime in any Material Jurisdiction changes in any material respect or (ii) any security deposits will be required to be provided to the applicable Energy Regulator changes in any material respect, then, in any such case, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system or threshold, as applicable, to replace the concept of LMR as set forth herein that is, at such time, broadly accepted as the prevailing market practice for such regulation in the applicable Material Jurisdiction, with the intent of having the respective positions of the Lenders and the Borrower after such change conform as nearly as possible to their respective positions immediately prior to such change; provided that, until any such agreement is reached, the LMR shall continue to be calculated as if no such change had occurred. Upon the Borrower and the Agent agreeing on such methodology for determining LMR and the thresholds set forth herein, the Borrower and the Lenders party hereto shall enter into documentation to amend the provisions hereof to refer to such rate and make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Required Lenders notwithstanding anything to the contrary set out herein.

1.12 Interest Rates; Benchmark Notification

The interest rate on an Advance may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Section 3.18 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Prime Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the

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Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term CORRA, Adjusted Term CORRA, Daily Compounded CORRA, or Adjusted Daily Compounded CORRA) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (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, Prime Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term CORRA, Adjusted Term CORRA, Daily Compounded CORRA, Adjusted Daily Compounded CORRA or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or 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 Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person 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.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties

The Borrower represents and warrants to each of the Lenders and the Agent (all of which representations and warranties the Borrower hereby acknowledges are being relied upon by the Lenders and the Agent in entering into this Agreement) that:

(a) Existence: each Loan Party is a duly incorporated and organized corporation or a duly created partnership or trust, as applicable, under the laws of Canada or a Province of Canada, is validly existing under such laws, and is duly registered and qualified as an extra-provincial corporation, partnership or trust, as applicable, under the laws of each jurisdiction in which the nature of any business transacted by it or the character of any properties and assets owned or leased by it requires such registration and qualification, except where the failure to be so registered or qualified would not reasonably be expected to have a Material Adverse Effect;
(b) Power: each Loan Party has full corporate, partnership or trust, as applicable, capacity, power and authority to own its properties and assets, including its Oil and Gas Properties, to conduct business as now conducted and as proposed to be conducted, to execute and deliver each Loan Document to which it is a party and to perform its obligations thereunder;
(c) Authorization: the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary corporate, partnership, trust or other action;
(d) Execution: each Loan Document to which any Loan Party is a party has been duly executed and delivered by it;

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(e) Binding Obligations: each Loan Document to which any Loan Party is a party is a legal, valid and binding obligation of each Loan Party that is a party thereto enforceable against such Loan Party or other party thereto, as applicable, in accordance with its terms except as enforceability may be limited by general principles of equity and by Applicable Laws regarding bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by moratorium laws from time to time in effect;
(f) Violations and Approvals: the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party:
(i) does not and will not violate its articles, by-laws, partnership agreement, trust indenture (each as applicable) or other governing documents;
(ii) does not and will not result in a breach of or constitute a default or require any consent under, or result in the creation of any Security Interest, other than a Permitted Encumbrance, upon any of its property or assets pursuant to any material indenture or other material agreement or material instrument to which it is a party or by which it or its property or assets may be bound or affected;
(iii) does not require any Governmental Action, licence, consent or approval of or notice to or filing with any Governmental Authority other than such as are necessary with respect to the registration and perfection of the Security and the Security Interests constituted thereby; and
(iv) does not and will not contravene any presently existing provision of Applicable Law or any Governmental Action applicable to it or any of its property and assets;
(g) Title to Assets: each Loan Party has good and valid title to all of its properties and assets free and clear of all Security Interests, claims and encumbrances other than Minor Title Defects and Permitted Encumbrances which are applicable to it and Title Defects of which the Borrower has notified the Agent pursuant to Section 3.5(g)(ii) and, to the best of its knowledge, information and belief, no Person is asserting or has given notice of its intention to assert any Security Interest other than Permitted Encumbrances relating to any such properties or assets;
(h) Litigation: there are no actions, suits or proceedings pending or, to the best of the knowledge, information and belief of any Loan Party, threatened against any Loan Party at law or in equity by or before any court, tribunal, governmental department, commission, board, bureau, Agent or instrumentality, domestic or foreign, or before any arbitrator of any kind which would reasonably be expected to have a Material Adverse Effect and no Loan Party is in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, tribunal, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign or any arbitrator of any kind which, in the aggregate, would reasonably be expected to have a Material Adverse Effect;
(i) Engineering Information: all engineering data, production and cash flow projections, economic models and other information and data provided to the Agent by or on behalf of the Loan Parties in respect of any Loan Party’s properties, assets and undertakings (including the most recent Engineering Report) are true and correct in all material respects except to the extent any such data, projections, models or information has been superseded or replaced by additional data, projections, models or information provided to the Agent hereunder, and except to the extent that such data, projections, models or information has been obtained by the Borrower from third parties, in which

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case such information is, to the best of the knowledge of the Borrower true and correct in all material respects;

(j) Financial Condition: all financial statements of the Loan Parties provided to the Agent by or on behalf of any Loan Party fairly reflect, as of the dates thereof, the financial condition of the Loan Parties in all material respects and the results of their operations for the periods covered thereby, have been prepared in accordance with GAAP (except that any unconsolidated financial statements of any Subsidiary may be prepared without notes) and, from the date of the latest of such financial statements submitted to the Agent, no event or circumstance has occurred which would reasonably be expected to have a Material Adverse Effect;
(k) Taxes: all material income tax and other returns required to be filed prior to the Effective Date have been filed by or on behalf of each Loan Party to the relevant taxation or other authorities and no Loan Party is in default of payment of any taxes of any material amount, except for taxes the payment of which is being contested by it in good faith and for which provision in accordance with GAAP has been made for adequate reserves, and no reassessment, appeal or material claim is, to the best of the knowledge, information and belief of any Loan Party, being asserted or processed with respect to taxes which is not disclosed in the financial statements referred to in Section 2.1(j), in respect of periods to which such financial statements relate;
(l) Insurance: each Loan Party has in full force and effect such policies of insurance in such amounts issued by insurers of recognized standing insuring its properties, assets and undertakings and providing such coverage as would be maintained by Persons engaged in the same or similar business in the localities where its properties and assets are located or, if such insurance is not available on commercially reasonable terms, such other insurance to the satisfaction of the Lenders, acting reasonably;

(m) Compliance with Laws and Contracts: each Loan Party is:

(i) in compliance with all Applicable Laws; and
(ii) not in breach or default of, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a breach or default under, any contract, agreement, licence or permit to which any Loan Party is a party or by which it or any of its properties, assets or undertakings are bound;

except for any non-compliance, breach or default, as applicable, which would not reasonably be expected to have a Material Adverse Effect;

(n) Environmental Laws: each Loan Party:

(i) has obtained, made or given all Governmental Actions which are required under all applicable Environmental Laws except to the extent that failure to obtain, make or give the same would not reasonably be expected to have a Material Adverse Effect;
(ii) is, and its assets are, in compliance with all Environmental Laws and all terms and conditions of all such Governmental Actions, except to the extent failure to comply would not reasonably be expected to have a Material Adverse Effect; and
(iii) has not received any notice of non-compliance with any Environmental Laws from any Governmental Authority or other Person or that any Release has occurred of, from, around,

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under or in respect of any of the Oil and Gas Properties which would reasonably be expected to have a Material Adverse Effect;

(o) Indebtedness: no Loan Party has any Debt other than Permitted Indebtedness;
(p) Financial Assistance: no Loan Party has provided any Financial Assistance to any Person or Persons other than Permitted Financial Assistance;
(q) Pension Plans: no Loan Party maintains or contributes to any Pension Plan;
(r) Foreign Assets Control Regulations, Etc.:
(i) none of the Borrower nor any of its Affiliates is (i) a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations (each a “ Canadian Sanctions Designated Person ”), or (ii) engages in any dealings or transactions with any Canadian Sanctions Designated Person;
(ii) no part of the Accommodations hereunder constitutes or will constitute funds obtained on behalf of any Canadian Sanctions Designated 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 Canadian Sanctions Designated Person;
(iii) neither the Borrower nor any of its Affiliates:
- (A) to its knowledge is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking or terroristrelated activities under any Applicable Law (collectively, “ Anti-Money Laundering Laws ”),
- (B) has been assessed civil penalties under any Anti-Money Laundering Laws, or
- (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

The Borrower has taken measures as required by Applicable Law to ensure that it and each of its Affiliates is in compliance with all applicable Anti-Money Laundering Laws; and

(iv) no part of the Accommodations will be used, directly or indirectly, for any payments contrary to Applicable Laws 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 on behalf of an applicable Governmental Authority, in order to obtain, retain or direct business or to otherwise secure an advantage in violation of Applicable Law. The Borrower has taken measures as required by Applicable Law to ensure that the Borrower and each of its Affiliates is in compliance with all applicable anti-corruption laws and regulations;
(s) Ranking: the obligations of the Borrower hereunder and of each other Loan Party under its Guarantee of the obligations of the Borrower hereunder rank, for all purposes, at least pari passu

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in right of payment with the other most senior Debt of the Borrower and such other Loan Party, as applicable;

(t) Subsidiaries: as of the Effective Date the Borrower has no Subsidiaries;
(u) Affiliates: as of the Effective Date the Borrower has no Affiliates;
(v) Location of Borrowing Base Assets: as at the Effective Date all of the Borrowing Base Assets are located in Alberta, British Columbia and Saskatchewan;
(w) Location of Business: as at the Effective Date the Borrower does not carry on business in any jurisdiction other than Alberta, British Columbia and Saskatchewan;
(x) Chief Executive Office: as at the Effective Date the chief executive office of the Borrower is located in Calgary, Alberta;
(y) Events of Default: no Default or Event of Default has occurred and is continuing; and
(z) Accuracy of Information: all information (including financial information and projections), materials and documents delivered by or on behalf of the Borrower or any other Loan Party to the Agent in contemplation of the transactions contemplated by this Agreement or as required by the terms of this Agreement were:
(i) in the case of all such information, materials and documents (but excluding therefrom any projections), true, complete and accurate in all material respects as at their respective dates, except to the extent that such information, materials and documents has been obtained by the Borrower from third parties, in which case such information is, to the best of the knowledge of the Borrower, true, complete and accurate in all material respects as at their respective dates; and
(ii) in the case of any such projections, prepared in good faith based upon assumptions believed to be reasonable at the time made; and
(aa) ARO Representations :
(i) no Loan Party is in default of a material nature of any Environmental Laws or any Abandonment/Reclamation Order that it has received from any applicable Energy Regulator; and
(ii) as of the Effective Date the Borrower’s LMR in Alberta is [redacted] , in British Columbia is [redacted] and in Saskatchewan is [redacted] .

2.2 Deemed Representations and Warranties

Each request by the Borrower for Accommodations on any Drawdown Date after the Effective Date shall be deemed to be a representation and warranty by the Borrower to the Agent and each Lender that the representations and warranties contained in Section 2.1 (other than those made as of a specific 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 and each request by the Borrower for a Conversion or Rollover shall be deemed to be a representation and warranty by the Borrower to the Agent and each Lender that as of the date of such request and as of the cable Conversion Date or Rollover Date, there exists no Default or Event of Default

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ARTICLE 3 THE CREDIT FACILITIES

3.1 Establishment of the Facilities

(a) Availment Options. From and after the Effective Date and relying on each of the representations and warranties set out in Article 2 and subject to the terms and conditions of this Agreement:
(i) each Syndicated Lender agrees to make Syndicated Accommodations available to the Borrower up to the amount of its Syndicated Facility Commitment, 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 ”);
(ii) the Operating Lender agrees to make Operating Accommodations available to the Borrower up to the amount of the Operating Facility Commitment, by way of an extendible revolving operating term credit facility for the purposes set forth in Section 3.4, commencing on the Effective Date and ending on the Operating Lender’s Maturity Date (the “ Operating Facility ”); and
(iii) the Operating Lender agrees to make available to the Borrower and any other Loan Party Cash Management Services under the Operating Facility provided that the Borrower and any other applicable Loan Party shall have first executed and delivered to the Operating Lender such ancillary documents and any other applications and indemnities as the Operating Lender requires for similar transactions.

(b) Maximum Amount. At no time shall:

(i) the Equivalent Amount in Canadian Dollars of the Syndicated Borrowings exceed the lesser of (A) the Total Syndicated Facility Commitment and (B) the Borrowing Base less the Operating Facility Commitment; and
(ii) the Equivalent Amount in Canadian Dollars of the Operating Borrowings exceed the Operating Facility Commitment.

3.2 Revolving Feature

(a) Syndicated Facility. During the Revolving Period of each Syndicated Lender, the Syndicated Borrowings of each such Syndicated Lender may, within the limits herein provided, increase and decrease and the Borrower may borrow, repay and reborrow Canadian Dollars and/or U.S. Dollars and obtain Syndicated Accommodations until the end of the Revolving Period of such Syndicated Lender. On the Term Out Date of each Syndicated Lender, the Syndicated Facility Commitment of such Syndicated Lender shall be reduced to the Equivalent Amount in Canadian Dollars of all Syndicated Borrowings then outstanding to such Syndicated Lender. Thereafter, the Borrower may only effect Conversions and Rollovers in respect of its Syndicated Borrowings. During the Term Period of a Syndicated Lender, any Loans repaid or prepaid under the Syndicated Facility (except upon a Conversion or Rollover) shall effect a permanent reduction of its Syndicated Facility Commitment.
(b) Operating Facility. During the Revolving Period of the Operating Lender, the Operating Borrowings may, within the limits herein provided, increase and decrease and the Borrower may

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borrow, repay and reborrow Operating Accommodations until the end of the Revolving Period of the Operating Lender. On the Term Out Date of the Operating Lender, the Operating Facility Commitment shall be reduced to the Equivalent Amount in Canadian Dollars of the Operating Borrowings then outstanding. During the Term Period of the Operating Lender, any Loans repaid or prepaid under the Operating Facility shall effect a permanent reduction of the Operating Facility Commitment.

3.3 Extension of Term Out Date and Revolving Period

(a) Request for an Extension. The Borrower may, from time to time prior to the Term Out Date, and provided there is no Default or Event of Default which is continuing, request an extension of the Term Out Date of each Lender that is not then a Non-Agreeing Lender (a “ Revolving Lender ”) not more than once in any calendar year. Such request shall be made by the Borrower by sending to the Agent and, if applicable, the Operating Lender, a Request for Extension prior to the then current Term Out Date and the Agent shall forthwith notify such Revolving Lenders of such request and each such Revolving Lender shall acknowledge receipt of such notification. Each such Revolving Lender shall advise the Agent as to whether it agrees with such request within 30 days of the later of:
(i) being notified of the Borrower’s Request for Extension; and
(ii) having received the Engineering Report required pursuant to Section 3.5;

provided that in the event such Lender does not so advise the Agent within such 30 day period, such Revolving Lender shall be deemed to have advised the Agent that it is not prepared to make an offer to the Borrower to extend its Term Out Date. Within two Business Days of the Agent receiving from each such Revolving Lender its decision with respect to making an offer to the Borrower to extend its Term Out Date, the Agent shall, subject to Section3.3(b), provide the Borrower with an offer to extend the applicable Term Out Date in accordance with Section 3.3(c) or 3.3(d), as the case may be, and the Borrower, subject to Section 3.3(f), shall be entitled to accept any such offer at any time up to and including the last Business Day preceding the then current Term Out Date by written notice to the Agent of such acceptance.

(b) Non-Extension. The Agent shall not provide the Borrower with an offer to extend the Term Out Date of any of the Revolving Lenders unless Revolving Lenders holding more than 66 2/3% of the aggregate Commitments of all such Revolving Lenders agree to make an offer to extend the Term Out Date.

If Revolving Lenders do not agree to make an offer to extend the Term Out Date:

(i) the Term Out Date of all Revolving Lenders shall not be extended; and
(ii) the Term Period shall commence for all Revolving Lenders on such Term Out Date and all such Lenders shall be deemed to be Non-Agreeing Lenders for the purposes hereof.
(c) Extension for All Lenders. If all Revolving Lenders agree to make an offer to the Borrower to extend the Term Out Date pursuant to a Request for Extension and the Borrower accepts such offer in accordance with Section 3.3(a), then the Term Out Date for each such Revolving Lender shall be extended for a period of 364 days from the date of the acceptance by the Borrower of the offer made to them to extend the Term Out Date by the Agent on behalf of such Revolving Lenders.

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(d) Partial Extension. If, with respect to a Request for Extension, the provisions of Section 3.3(b) or 3.3(c) are not applicable and there are Non-Agreeing Lenders under Section 3.3(g) (a “ Partial Extension ”), the remaining Syndicated Facility Commitments and Operating Facility Commitment of the Non-Agreeing Lenders shall continue for the Term Period applicable to such Lenders but any undrawn portion of such Commitments shall be cancelled on the Term Out Date applicable to such Lenders. Thereafter, any Drawdowns under the Syndicated Facility may only be obtained from the Agreeing Lenders in proportion to their respective Syndicated Facility Commitments and all applicable provisions of this Agreement shall be construed accordingly. Without limiting the foregoing, in the event of any Partial Extension:
(i) the Revolving Period (and the corresponding Term Out Date and Maturity Date) under the Syndicated Facility and the Operating Facility will only be extended in respect of the Agreeing Lenders and the Term Out Date and Maturity Date for the Non-Agreeing Lenders will remain unchanged;
(ii) the provisions herein relating to the Term Period under the Syndicated Facility and the Operating Facility shall apply separately to the Non-Agreeing Lenders as a group and to each other group of Lenders having a common Term Period; and
(iii) for so long as the Revolving Period under the Syndicated Facility exists concurrently with one or more Term Periods under the Syndicated Facility:
- (A) any subsequent Drawdowns under the Syndicated Facility pursuant to Section 3.6 shall be allocated pro rata among the Agreeing Lenders in accordance with their respective Syndicated Facility Commitments;
- (B) any reduction in the Total Syndicated Facility Commitment pursuant to Section 3.5 or 4.4 shall be allocated pro rata among the Agreeing Lenders and the NonAgreeing Lenders in accordance with their respective Syndicated Facility Commitments; and
- (C) if the Borrower makes an optional prepayment under the Syndicated Facility during the Revolving Period other than pursuant to Section 4.4, such prepayment shall be deemed to have been made to the Agreeing Lenders only and shall not be applied in repayment of Borrowings owed to Non-Agreeing Lenders unless the Agent is expressly directed in writing by the Borrower at the time of payment to allocate such payment pro rata among the Agreeing Lenders and the NonAgreeing Lenders in accordance with their respective Syndicated Facility Commitments.
(e) Independent Decision. The Borrower understands that consideration of any Request for Extension constitutes an independent credit decision which each Revolving Lender retains the absolute and unfettered discretion to make, and that no commitment in this regard is given by any such Lender and that any extension of the Term Out Date may be on such terms and conditions in addition to those set out herein as the Revolving Lenders may stipulate and the Borrower may agree to.
(f) Default or Event of Default. Notwithstanding the foregoing, the Borrower shall not be entitled to accept any offer made by the Agent on behalf of the Agreeing Lenders to extend the Term Out 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 Agreeing Lenders; provided any such waiver shall be effective only

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for the purposes of this Section 3.3 and shall not be applicable to any such Lenders which are not Agreeing Lenders.

(g) Request Refused. Subject to Section 3.3(b), if a Revolving Lender does not agree to make an offer to extend its Term Out Date (each such Lender being a “ Non-Agreeing Lender ” and any Revolving Lender agreeing to make an offer to extend its Term Out Date being an “ Agreeing Lender ”), each of the Agreeing Lenders shall have the right (but not the obligation) to purchase the Commitment of the Non-Agreeing Lender for a purchase price in an amount equal to the aggregate principal amount owing to each such Non-Agreeing Lender, together with accrued and unpaid interest and fees thereon to the date of payment of such principal amount. Each of the Agreeing Lenders wishing to exercise its rights to purchase the Commitment of a Non-Agreeing Lender (each, a “ Purchasing Lender ”) shall forthwith so notify the Borrower, the Agent, the NonAgreeing Lender and each of the other Lenders, if any, and each such Purchasing Lender shall thereupon be obligated to purchase, and the Non-Agreeing Lender shall be obligated to sell, not less than five Business Days prior to the then current Term Out Date, that portion of such Commitment of each Non-Agreeing Lender which is in the ratio that 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 Borrower and the Purchasing Lenders, provided that only one Lender may purchase the Operating Facility Commitment if the Operating Lender is a Non-Agreeing Lender and any such decision shall be made by the Borrower. Notwithstanding the foregoing, and unless otherwise agreed at that time, the Non-Agreeing Lender shall not be obligated to sell to any Purchasing Lender unless:
(i) provision satisfactory to the Non-Agreeing Lender (acting reasonably) has been made for payment of any costs, losses, premium or expenses incurred by the Non-Agreeing Lender by reason of any liquidation or re-deployment of deposits or other funds in respect of Benchmark Loans outstanding; and
(ii) if the Non-Agreeing Lender is the Operating Lender, such purchase shall be subject to the replacement or collateralization satisfactory to the Operating Lender, acting reasonably, of all outstanding Letters of Credit issued by the Operating Lender under the Operating Facility, not less than three Business Days prior to the applicable Term Out Date.

The Non-Agreeing Lenders, the Purchasing Lenders, the Agent, the Borrower and each of the other Lenders, if any, shall forthwith duly execute and deliver any necessary documentation to give effect to any purchase under this Section 3.3(g). Notwithstanding any such purchase, the Non-Agreeing Lender shall be entitled to retain a pari passu sharing of the Security for any Permitted Swap then outstanding with it.

(h) Replacement or Repayment. If a Non-Agreeing Lender’s Commitment is not purchased pursuant to Section 3.3(g), the Borrower may:
(i) arrange for a replacement lender (a “ Replacement Lender ”) (which may be one of the Agreeing Lenders) to purchase the Non-Agreeing Lender’s Commitment on the same basis and subject to the same requirements and indemnities as specified in Section (h). Any such Replacement Lender which is not an Agreeing Lender shall require the approval of the Agent, such approval not to be unreasonably withheld, and no later than three Business Days prior to the Term Out Date such Replacement Lender shall have purchased the NonAgreeing Lender’s Commitment by execution of all necessary documentation including execution and delivery of an Assignment and Assumption; or

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(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-Agreeing Lender on or prior to such Non-Agreeing Lender’s Term Out Date and, upon such payment, each such Non-Agreeing Lender shall cease to be a Syndicated Lender hereunder and, if applicable, the Operating Lender, and such Non-Agreeing Lender’s Syndicated Facility Commitment and, if applicable, its Operating Facility Commitment, shall be terminated and the Total Commitment reduced accordingly.
(i) Adjustment of Fees. If, on the Term Out Date of any Lender, any Borrowings are outstanding to such Lender by way of Letters of Credit, then such Lender shall be entitled to receive Letter of Credit Fees in respect of such outstanding Letters of Credit calculated based upon Letter of Credit Fees for the period from the Term Out Date to the expiry date of the Letter of Credit at the rate set out in the last sentence of the definition of Applicable Margin. After the Term Out Date, the Agent shall calculate the adjusted fees payable by the Borrower to such Lender in respect of such Borrowings and such fees shall be payable not later than 10 days after receipt by the 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

Borrowings under the Facilities shall be used by the Borrower for working capital and general corporate purposes of the Borrower (other than to fund a Hostile Acquisition), and, for certainty, the Lenders may refuse to make any requested Accommodation which the Lenders, acting reasonably, determine would result in a contravention of this Section 3.4.

3.5 Borrowing Base

(a) Engineering Report. The Borrower shall furnish to the Agent (for distribution to the Lenders):
(i) not later than March 31 (or such other date as may be agreed to by the Required Lenders) of each year, an Engineering Report dated effective as of a date not earlier than December 31 of the immediately preceding year; and
(ii) concurrently with provision of the Engineering Report under Section 3.5(a)(i), a monthly cash flow budget for the Fiscal Year in which the Engineering Report is provided, prepared by a senior officer of the Borrower and including projected monthly production volumes and gross revenues therefrom, general and administrative costs, operating costs, royalties and other burdens, commodity price assumptions, Taxes and Budgeted Capital Expenditures.
(b) Oil and Gas Property Information. At the time of delivery of any Engineering Report, the Borrower shall deliver to the Agent an Oil and Gas Ownership Certificate with respect to the Borrowing Base Assets evaluated in any such Engineering Report.
(c) Annual Redetermination of Borrowing Base. Upon receipt of an Engineering Report pursuant to Section 3.5(a)(i) and provided the financial statements required to be delivered pursuant to Section 9.1(d) are delivered on a timely basis, all of the Lenders shall, by May 30 of each year and in their sole discretion, make a redetermination of the Borrowing Base.
(d) Semi-Annual Redetermination of Borrowing Base. Not later than October 30 of each year, the Borrower shall provide the Agent (with sufficient copies for each of the Lenders) with engineering

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data, information and updates, with an effective date of June 30 of such year (or such later date up to the date such report was prepared), prepared by the internal engineering personnel of the Borrower or, at the option of the Borrower, from an independent petroleum engineer or firm acceptable to the Agent (including Sproule Associates Limited), in sufficient detail as reasonably required by the Lenders to allow the Lenders to redetermine the Borrowing Base, and all of the Lenders shall make a redetermination of the Borrowing Base in their sole discretion not later than November 30 of such year.

(e) Other Redeterminations. The Lenders shall redetermine the Borrowing Base at a time other than or in addition to the redeterminations pursuant to Sections 3.5(c) and 3.5(d), as follows:
(i) if the Required Lenders, acting reasonably, determine that an event or circumstance has occurred in respect of the Borrower that would reasonably be expected to have a Material Adverse Effect; and
(ii) upon request of the Agent at the instruction of the Required Lenders, at any time, but not more than once in any Fiscal Year,

and in respect of each of the foregoing, the Borrower shall furnish to the Agent engineering data, information and updates prepared by the internal engineering personnel of the Borrower or, at the option of the Borrower, from an independent petroleum engineer or firm acceptable to the Agent (including GLJ Ltd.), in sufficient detail as reasonably required by the Lenders to allow the Lenders to redetermine the Borrowing Base. If the Required Lenders, in their sole discretion acting reasonably, deem receipt of an updated Engineering Report to be warranted in this regard, the Borrower shall provide such updated Engineering Report within 90 days of such request, such report to be effective not earlier than 90 days prior to the date of the Lenders’ request for same, provided that such request has been agreed to by the Required Lenders.

(f) Redetermination of Borrowing Base by Lenders. The Lenders shall make each redetermination of the Borrowing Base under this Article 3 in consultation with each other and all such redeterminations must be approved by all Lenders; provided that if the Lenders cannot reach agreement on any decrease in or affirmation of the Borrowing Base, the Borrowing Base shall be set at the maximum level which is acceptable to the Lender which requires the lowest Borrowing Base. At such time each year as the Lenders make any redetermination of the Borrowing Base, the Agent shall promptly advise the Borrower of the redetermined Borrowing Base and the Borrowing Base so redetermined shall be effective immediately upon notice thereof to the Borrower and, subject to Section (i), any resulting adjustment of the Commitment shall occur automatically.

(g) Sale of Properties or Title Defects. If:

(i) any Loan Party wishes to effect a sale, disposition (including the grant of a royalty, net profits interest or similar interest) or reconveyance of any Oil and Gas Properties (including pursuant to a ROFR), but excluding any Permitted Disposition, the Borrower shall provide the Agent with not less than 15 days prior notice in writing indicating the Oil and Gas Properties being sold or disposed of and seeking the Lenders’ consent thereto; or
(ii) the Agent is notified of a Title Defect or the Agent or any Lender otherwise becomes aware of a Title Defect (in each case other than a Minor Title Defect);

the Lenders may thereupon redetermine the Borrowing Base in accordance with this Section 3.5 at the sole cost and expense of the Borrower with all such Oil and Gas Properties to be sold or disposed

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of, or which are subject to such a Title Defect, excluded from the Borrowing Base Assets or an appropriate amount, as determined by the Lenders, deducted from the Borrowing Base in the redetermination. If the Lenders are satisfied, in their sole discretion, that the Borrowing Base as so redetermined will not result in any Borrowing Base Shortfall and that no Default or Event of Default exists, the Lenders shall provide their consent to such sale of Oil and Gas Properties or, in the case of such a Title Defect, shall exclude such Oil and Gas Properties from the Borrowing Base Assets or deduct an appropriate amount, as determined by the Lenders, from the Borrowing Base until such Title Defect is cured to the satisfaction of the Lenders, acting reasonably. The Borrowing Base as so redetermined shall be in effect from the date of notification by the Agent to the Borrower of such redetermination until any subsequent redetermination of the Borrowing Base pursuant to this Agreement.

If any Loan Party is in receipt of any proceeds of a disposition of any Oil and Gas Properties pursuant to the exercise of a ROFR which does not constitute a Permitted Disposition, prior to the Lenders having redetermined the Borrowing Base as a result thereof, the Borrower shall cause the funds received to be paid to the Agent for distribution to the Lenders and deposit to a Cash Collateral Account in accordance with Section 10.4 for release to the Borrower, at such time as the Lenders have completed such redetermination, to the extent there will be no Borrowing Base Shortfall after such release, and otherwise to be applied on account of the indebtedness hereunder to the extent necessary to eliminate any such Borrowing Base Shortfall.

(h) Borrowing Base . The Borrowing Base has been determined as at the Effective Date to be Cdn. $200,000,000.
(i) Reduction of Borrowings. If at any time the Borrowing Base, upon any redetermination hereunder, is less than the aggregate of the Borrowings (determined in Canadian Dollars with all Borrowings denominated in U.S. Dollars being converted to the Equivalent Amount of Canadian Dollars), with such deficiency amount being referred to herein as the “ Borrowing Base Shortfall ”, then any undrawn credit hereunder shall cease to be available to the Borrower and the Total Commitment (and the Total Syndicated Facility Commitment and the Operating Facility Commitment on a pro rata basis unless otherwise agreed to by the Operating Lender) shall be permanently reduced to an amount equal to the Borrowing Base. In addition, the Borrower shall, within 60 days from its receipt of notice of such Borrowing Base Shortfall in writing from the Agent (the “ BBS Cure Period ”), eliminate the Borrowing Base Shortfall by:
(i) providing the Agent, or causing another Loan Party to provide the Agent, other security or third party guarantees for the Borrowings in form, substance, amount and in respect of assets satisfactory to all of the Lenders in their sole discretion (provided that any additional oil and gas assets offered as security will be evaluated by all of the Lenders in accordance with their normal oil and gas evaluation parameters); and/or
(ii) by effecting a permanent repayment of Borrowings in excess of the new redetermined Borrowing Base.

During the BBS Cure Period, the Lenders shall not be obligated to make any further Borrowings available under this Agreement (other than Conversions or Rollovers which do not increase the Borrowings and with maturities not exceeding the last day of the BBS Cure Period). If the Borrowing Base Shortfall is not eliminated as required above within the BBS Cure Period, such failure shall be an Event of Default for the purposes of this Agreement. If the Borrowing Base Shortfall is eliminated as required above within the BBS Cure Period, then the undrawn credit hereunder shall again become available on the terms and conditions hereof to the extent of the Total

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Commitment (as permanently reduced to the newly determined Borrowing Base) in accordance with the provisions of this Section 3.5(i) as aforesaid. All amounts paid to the Lenders pursuant to this Section 3.5(i) shall be applied in the manner provided for in Section 7.2.

(j) No Increase. No increase in the Borrowing Base shall, unless otherwise agreed to by all of the Lenders in their sole discretion, result in any increase of the Total Commitment.
(k) Determination Conclusive. Any redetermination of the Borrowing Base by the Lenders (in accordance with the requirements of the definition of “Borrowing Base” and this Section 3.5) shall be final, binding and conclusive. Without in any manner limiting the discretion of the Lenders in making any redetermination of the Borrowing Base, the Lenders specifically reserve the right to exclude:
(i) properties, assets, undertakings and contractual rights in respect of which, in the reasonable opinion of the Lenders, the Agent does not then hold (and subject only to Permitted Encumbrances) a valid, binding and enforceable Security Interest as and to the extent provided for herein; and
(ii) properties or assets which, in the reasonable opinion of the Lenders, are subject to a Title Defect (other than a Minor Title Defect) unless and to the extent that the circumstances or events giving rise to such Title Defect are reversed or eliminated to the reasonable satisfaction of the Lenders.

3.6 Borrowings – Syndicated Facility and Operating Facility

(a) Syndicated Facility . Subject to the provisions of this Agreement, the Borrower may borrow, repay and reborrow by way of Accommodations from each Syndicated Lender pursuant to the Syndicated Facility up to the amount of such Syndicated Lender’s Syndicated Facility Commitment by:
(i) Prime Loans: borrowing Prime Loans from the Syndicated Lenders in minimum aggregate amounts of Cdn. $2,000,000 and in integral multiples of Cdn. $100,000 thereafter, upon at least one Business Day prior written notice;
(ii) CORRA Loans: borrowing CORRA Loans from the Syndicated Lenders in minimum aggregate amounts of Cdn. $5,000,000 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. $2,000,000 and in integral multiples of U.S. $100,000 thereafter, upon at least one Business Day prior written notice; and
(iv) SOFR Loans : borrowing SOFR Loans from the Syndicated Lenders in minimum aggregate amounts of U.S. $5,000,000 and in integral multiples of U.S. $100,000 thereafter, upon at least three Business Days prior written notice.

Each such notice to be given to the Agent 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 3.6 and to be 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.

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(b) Operating Facility. Subject to the provisions of this Agreement, the Borrower may borrow, repay and reborrow by way of Operating Accommodations from the Operating 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, without notice;
(ii) CORRA Loans : borrowing CORRA Loans from the Operating Lenders in minimum aggregate amounts of Cdn. $5,000,000 and in integral multiples of Cdn. $100,000 thereafter, upon at least two Business Days prior written notice;
(iii) U.S. Base Rate Loans : by borrowing U.S. Base Rate Loans from the Operating Lender by Overdraft, without notice;
(iv) SOFR Loans : borrowing SOFR Loans from the Operating Lender in minimum aggregate amounts of U.S. $5,000,000 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 the issuance of Letters of Credit in Canadian Dollars or U.S. Dollars on at least three Business Days prior written notice.

With respect to Operating Accommodations made concurrently under Section 3.6(b)(v), the 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 by no later than 10:00 a.m. (Calgary time) on the same day.

Each Operating Accommodation for a 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 3.6, 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.

3.7 Selection of Interest Periods for Benchmark Loans

If the Borrower elects to borrow by way of a Benchmark Loan pursuant to Section 3.6, elects to convert a Borrowing into a Benchmark Loan pursuant to Section 3.11 or elects to Rollover a Benchmark Loan pursuant to Section 3.12, the Borrower shall, prior to the beginning of the Interest Period applicable to such Benchmark Loan, in accordance with the same period of notice required for the initial drawdown of a Benchmark Loan as set forth in Section 3.6, select and notify the Agent by delivery of a Borrowing Notice, Conversion Notice or Rollover Notice, as the case may be, of the Interest Period (which shall begin and end on a Business Day) applicable to such Benchmark Loan. If the Borrower fails to give to the Agent a notice as aforesaid prior to the date of maturity of a Benchmark Loan in accordance with the same period of notice required for the original Borrowing, then the amount of such Benchmark Loan shall be converted on its maturity to a Prime Loan or U.S. Base Rate Loan, based on the currency of such Benchmark Loan, as applicable, pursuant to Section 3.11.

3.8 Letters of Credit

(a) Aggregate Amount. The aggregate face amount of Letters of Credit issued and outstanding under the Operating Facility at any one time shall not exceed $5,000,000 or the Equivalent Amount in U.S. Dollars.

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(b) Issuance. The Borrower may give the Operating Lender a Borrowing Notice requesting that a Letter of Credit be issued by the Operating Lender in accordance with Section 3.6. The Borrower shall specify whether the Letter of Credit is a Financial LC or a Non-Financial LC, but if there is a dispute in that regard, the Operating Lender shall determine whether the requested Letter of Credit is a Financial LC or a Non-Financial LC in accordance with its usual and customary practices.
(c) Documentation. The Operating Lender shall not have any obligation to issue a Letter of Credit until the Borrower has executed and delivered to the Operating Lender a duly completed letter of credit application in the Operating Lender’s standard form and such ancillary documents, including applications and indemnities, as the Operating Lender generally requires for like transactions and which are consistent with the provisions hereof.
(d) Expiry. Each Letter of Credit shall expire not later than one year from the date of its issuance, subject to customary automatic renewal provisions, and in any event not later than the Maturity Date of the Operating Lender as at the date of such issuance, and shall be in a form satisfactory to the Operating Lender.
(e) Payment. All payments made by the Operating Lender to any Person pursuant to any Letter of Credit shall, unless the Borrower reimburses the Operating Lender for such payment on or before the date it is made, be deemed as and from the date of such payment to be an advance to the Borrower of a Prime Loan under the Operating Facility (in the case of Letters of Credit issued in Canadian Dollars) or a U.S. Base Rate Loan under the Operating Facility (in the case of Letters of Credit issued in U.S. Dollars) with the proceeds of such advance being applied against the Borrower’s obligations to reimburse the Operating Lender for payment made under the Letters of Credit, and the provisions hereof relating to such Prime Loans and U.S. Base Rate Loans (including interest to be calculated thereon) shall apply thereto. The Operating Lender shall forthwith advise the Borrower of any demand by the beneficiary of a Letter of Credit for payment by the Operating Lender under such Letter of Credit and of any payment made by it on such Letter of Credit to the beneficiary thereof. In determining whether to pay under a Letter of Credit, the Operating Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.
(f) Renewal. At or before 10:00 am. (Calgary time) at least 30 Business Days prior to the date of expiry of any Letter of Credit, the Borrower may elect to renew such Letter of Credit by selecting a new expiry date for the Letter of Credit or part thereof being renewed, which shall commence on the expiry date of the Letter of Credit being renewed. Renewal of any such Letter of Credit may only be effected by the Operating Lender extending the expiry date of the existing Letter of Credit and shall be done by any of (i) the inclusion of auto-renewal clauses in the Letter of Credit, (ii) the issuance of a new Letter of Credit containing the new expiry date or (iii) by an amendment to the existing Letter of Credit, and, in any case, with or without a reduction in the face amount thereof. Renewal of any Letter of Credit shall not be effected to the extent that such renewal would prevent or interfere with any required payment of principal hereunder. Any issuance to a new beneficiary, any increase in the face amount of the Letter of Credit or any other change in the terms thereof shall be considered to be a new Borrowing and may only be effected by the Borrower by delivering a Borrowing Notice to the Operating Lender. Letter of Credit Fees in respect of any renewed or extended Letter of Credit shall be payable pursuant to Section 5.5 and shall be computed for the period of renewal or extension.

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3.9 Notice of Repayment

The Borrower shall give the Agent or the Operating Lender, as applicable, prior written notice substantially in the form of Schedule C of each repayment of Borrowings in accordance with the same period of notice required pursuant to Section 3.6 for the initial drawdown of the basis of Borrowing being repaid. Notwithstanding the foregoing and subject to Section 4.3, a Benchmark Loan may only be repaid prior to the last day of the Interest Period applicable to such Benchmark Loan upon payment by the Borrower of amounts payable in respect thereof pursuant to Section 11.6.

3.10 Pro-Rata Treatment of Borrowings

(a) Pro-Rata Borrowings. Subject to Section 3.10(b), each Borrowing under a Facility and each basis of Borrowing shall be made available by each Applicable Lender under such Facility and as 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 Borrower and each Syndicated Lender to determine, in its sole and unfettered discretion, the amount of Syndicated Borrowings and each basis of such Syndicated Borrowing to be made available by each Syndicated Lender and the application of repayments and reductions of Syndicated Borrowings to give effect to the provisions of this Section 3.10(a) and Section 7.2; provided that, no Syndicated Lender shall, as a result of any such determination, have Syndicated Borrowings outstanding in an amount which is in excess of the amount of its Syndicated Facility Commitment.
(b) Further Assurances by Borrower. To the extent reasonably possible, the Borrower and each Lender agrees to be bound by and to do all things necessary or appropriate to give effect to the provisions of this Section 3.10.

3.11 Conversion Option

The Borrower may, during the term of this Agreement, convert any basis of a Syndicated Borrowing to another basis of Syndicated Borrowing upon giving the Agent a Conversion Notice in accordance with the period of notice and other requirements set out in Section 3.6 applicable to the basis of Syndicated Borrowing to which any Syndicated Borrowing is being Converted (other than delivery of a Borrowing Notice), provided that a Benchmark Loan may be Converted on the last day of the Interest Period applicable to such Benchmark Loan or on any other day if the Borrower pays all amounts payable in respect thereof pursuant to Section 11.6.

On each Conversion Date, the Borrower shall be required to repay to the Agent for the account of the Applicable Lenders the basis of Syndicated Borrowing which is being Converted and, subject to the provisions of this Agreement, the Lenders shall be required to make available to the Borrower the Syndicated Borrowings into which such basis of Syndicated Borrowing is being Converted; provided that the Borrower shall be entitled to direct the Agent to use the proceeds of all or any part of a new Syndicated Borrowing to repay the Syndicated Borrowing being converted.

3.12 Rollovers

The Borrower may effect a Rollover of all or, subject to the minimum aggregate amount specified in Section 3.6, a part of a Syndicated Borrowing outstanding by way of a Benchmark Loan upon giving the Agent a Rollover Notice in accordance with the period of notice and other requirements set out in Section 3.6 applicable to a Syndicated Borrowing of the same type unless immediately prior to the

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commencement of any subsequent Interest Period, a Default (in respect of which the Agent has advised the Borrower that no Rollovers will be permitted) or Event of Default shall have occurred and be continuing, in which event the Borrower shall be deemed to have converted, in the case of a SOFR Loan, to a U.S. Base Rate Loan pursuant to Section 3.11, or in the case of a CORRA Loan, to a Prime Loan pursuant to Section 3.11 and the Borrower shall not be entitled to continue such Benchmark Loan subsequent to the existing Interest Period. In the event notice of a Rollover of an existing Benchmark Loan is not given pursuant to this Section 3.12 or notice of a conversion of such existing Benchmark Loan is not given pursuant to Section 3.11, such Benchmark Loan shall be Converted to a Prime Loan or U.S. Base Rate Loan, based on the currency of such Benchmark Loan, as applicable, on the last day of the Interest Period applicable to such existing Benchmark Loan.

3.13 Notices Irrevocable

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

3.14 Lender Swaps

(a) Swaps. Subject to the terms and conditions hereof (and specifically Section 9.2(j)), each 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.
(b) Secured Obligations. The parties agree that all Permitted Swap Indebtedness shall be secured by the Security on a pan passu basis and shall rank pari passu with the Syndicated Borrowings and Operating Borrowings. 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 and the Permitted Swap Indebtedness.
(c) Determination of Permitted Swaps. The Lender Swaps which constitute Permitted 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 with each subsequent Lender Swap, until the applicable limitations under Section 9.2(j) are exceeded, provided, that a Lender Swap shall be deemed to be a Permitted Swap (and 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.

3.15 Overdrafts

Each advance by the Operating Lender under the Operating Facility by way of Overdraft shall automatically result in a Prime Loan, in the case of Canadian Dollars, and a U.S. Base Rate Loan, in the case of U.S. Dollars. The Borrower agrees 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.

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3.16 Creditcard Facilities

Any Creditcard Lender may provide Creditcard Facilities to the Borrower 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 and Operating Borrowings, notwithstanding that they do not form part of the Syndicated Borrowings and Operating Borrowings. The Borrower agrees that it will not, and will not permit any other Loan Party to, incur Creditcard Obligations in excess of $500,000 in aggregate for all Creditcard Lenders, provided that breach by the Borrower of this limitation shall not have the result of any Creditcard Obligations becoming unsecured.

3.17 Cash Management Facilities

The Operating 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.

3.18 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 (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other 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 (B) if a Benchmark Replacement is determined in accordance with clause(a)(i), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other 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.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded CORRA, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Swap shall be deemed to be a “Loan Document” for purposes of this Section 3.18
(b) Benchmark Replacement Conforming Changes . In connection with the use or administration of any Benchmark or the use, administration, adoption or implementation of any 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

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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.

(c) Notices; Standards for Decisions and Determinations . The Agent will promptly notify the Borrower of (i) the implementation of any Benchmark Replacement or (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of such Benchmark Replacement. The Agent will notify the Borrower of (A) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.18(d) and (B) 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 3.18, 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 3.18.
(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 any Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate, the Term CORRA Reference Rate or Term CORRA) 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 discretion, acting reasonably, 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 representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to 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 a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings applicable to such Facility at or after such time to reinstate such previously removed tenor.
(e) Benchmark Unavailability Period . Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke its request for a Drawdown of, Conversion to or Rollover of a Benchmark Loan, to be made, Converted or Rolled over during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a Drawdown of or Conversion to U.S. Base Rate Loans (in the case of Benchmark Loans denominated in U.S. Dollars) or Prime Loans (in the case of Benchmark Loans denominated in Canadian Dollars) and (ii) any outstanding affected Benchmark Loans will be deemed to have been Converted to U.S. Base Rate Loans (in the case of Benchmark Loans denominated in U.S. Dollars) or Prime Loans (in the case of Benchmark Loans denominated in Canadian Dollars) at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate or Prime Rate (as applicable) based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the U.S. Base Rate or the Prime Rate, as applicable.

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ARTICLE 4 REPAYMENT AND PREPAYMENT

4.1 Reduction of Commitment

On the Maturity Date of each Lender, the Borrower shall repay all Borrowings, all Creditcard Obligations and all accrued and unpaid interest and fees then outstanding to such Lender and its Affiliates, and the Commitment of such Lender shall be reduced to zero. The Borrower shall ensure that Benchmark Loans and Letters of Credit made by or accepted by such Lender mature on or prior to its Maturity Date.

4.2 Repayment of Borrowings In Excess of Commitments

If, due to exchange rate fluctuations, Borrowings (determined in Canadian Dollars with all Borrowings denominated in U.S. Dollars being converted to the Equivalent Amount of Canadian Dollars) to any Lender are in excess of its Lender’s Applicable Percentage of the Total Syndicated Facility Commitment, or the Operating Facility Amount, in the case of the Operating Lender:

(a) by more than 3% on a day other than a Drawdown Date, Conversion Date or Rollover Date, the Borrower shall within five Business Days (except for the circumstances provided in Section 3.5(i) which shall be governed by the time periods provided therein) repay, provide cash cover to be held by the Agent on behalf of the applicable Lenders in the same manner provided for in Section 10.4 or otherwise reduce a portion of such 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 Borrower shall, as part of such Drawdown, Conversion or Rollover reduce or eliminate such excess on such date.

4.3 Breakage Costs

If, on any day on which prepayments are required to be made under Section 4.2, the Borrowings then outstanding include Benchmark Loans in an amount such that the prepayment would require the Borrower to be liable under the funding indemnity contained in Section 11.6, that portion of the prepayment which would otherwise be applied against any such Benchmark Loan may, at the option of the Borrower, be paid to the Agent for distribution to each Lender in such Lender’s Applicable Percentage and deposited into a Cash Collateral Account in accordance with Section 10.4 and be applied against such Benchmark Loan on the expiration of the Interest Period applicable thereto. No interest shall be earned on such amounts while on deposit in a Cash Collateral Account.

4.4 Cancellation of Commitment and Prepayment

The 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, cancel all of the Total Commitment or any portion thereof in minimum amounts of Cdn. $5,000,000 and whole multiples of Cdn. $1,000,000 thereafter; provided that on or prior to the last day of such notice period the Borrower has:

(a) Application to Facility: identified in writing, the amount of reduction to be applicable to the Syndicated Facility Commitment and the Operating Facility Commitment;
(b) Prepaid Borrowings: prepaid or otherwise reduced Borrowings outstanding to each 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 Commitment or the

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Operating Facility Commitment, as 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 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.

4.5 Early Repayment of Benchmark Loans and Letters of Credit

The Borrower shall not cancel all or any portion of the Commitment of any Lender pursuant to Section 4.4 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 or Benchmark Loans with an Interest Period falling subsequent to the date of such cancellation unless, on the date of such cancellation, the Borrower has paid to the Agent at the Agent’s Account for Payments, for the account of such Lender: (i) in respect of Benchmark Loans, the amount required to be paid pursuant to Section 11.6 and (ii) in respect of Letters of Credit, the undrawn amount thereof, in each case to be held in a Cash Collateral Account.

4.6 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 and Operating Borrowings, respectively, and other amounts owing by the Borrower to the Lenders under this Agreement. The Agent and the Operating Lender, as applicable, shall debit therefrom the amount of such Syndicated Borrowings and Operating 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 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 Borrower 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 Borrower and the amounts the Borrower has 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.

ARTICLE 5 PAYMENT OF INTEREST AND FEES

5.1 Interest on Prime Loans

The Borrower shall pay interest in Canadian Dollars on each Prime Loan made by each Lender at the Agent’s Account for Payments, in the case of the Syndicated 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 change in the Prime Rate or the Applicable Margin will simultaneously cause a corresponding change in 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

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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

The Borrower shall pay interest in U.S. Dollars on each U.S. Base Rate Loan made by each Lender at the Agent’s Account for Payments, in the case of the Syndicated 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 CORRA Loans

(a) The Borrower shall pay interest in Canadian Dollars on each CORRA Loan made by each Lender at the Agent’s Account for Payments, in the case of the Syndicated Facility, and at the Operating Lender’s Account for Payments, in the case of the Operating Facility, in each case for the period commencing on and including the first day of the Interest Period applicable to such CORRA Loan up to but not including the last day of such Interest Period at a rate equal to:
(i) in the case of Daily Compounded CORRA Loans, the sum of Adjusted Daily Compounded CORRA plus the Applicable Margin applicable to such Daily Compounded CORRA Loan; and
(ii) in the case of Term CORRA Loans, the sum of Adjusted Term CORRA plus the Applicable Margin applicable to such Term CORRA Loan and which is in effect on the first day of the Interest Period applicable to such Term CORRA Loan.
(b) A change in the Applicable Margin will simultaneously cause a corresponding change in the interest payable on each CORRA Loan. Such interest shall accrue daily based on Adjusted Daily Compounded CORRA or Adjusted Term CORRA, as applicable, and the Applicable Margin in effect on each day and is payable on each Interest Date applicable to such Interest Period and shall be calculated on a daily basis and on the basis of the actual number of days elapsed in a year of 365 day. 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 365.

5.4 Interest on SOFR Loans

The Borrower shall pay interest in U.S. Dollars on each SOFR Loan made by each Lender at the Agent’s Account for Payments, in the case of the Syndicated Facility, and at the Operating Lender’s Account for Payments, in the case of the Operating Facility, in each case for the period commencing on and including the first day of the Interest Period applicable to such SOFR Loan up to but not including the last day of such Interest Period at a rate equal to the sum of Adjusted Term SOFR plus the Applicable

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Margin applicable to such SOFR Loan and which is in effect on the first day of the 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 each Interest Date applicable to such Interest Period 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.

5.5 Letter of Credit Fees

In consideration of the Operating Lender’s commitment to issue Letters of Credit under the Operating Facility, the Borrower shall pay to the Operating Lender, a fee equal to the Letter of Credit Fee then in effect on the date of payment of such fee, subject to adjustment pursuant to Section 3.3(i). 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 shall be calculated based on the number of days during which any such Letter of Credit was outstanding during any such calendar quarter (the “ LC Payment Period ”) divided by 365 and shall be paid in the currency in which such Letter of Credit is denominated. Letter of Credit Fees shall be calculated on the basis of the daily maximum undrawn amount of such Letter of Credit outstanding during each LC Payment Period. If and to the extent that a Letter of Credit is drawn upon prior to the date of expiry thereof, or is terminated and returned to the Operating Lender prior to such date of expiry, or the face amount thereof is reduced prior to such date of expiry (other than through a drawing on such Letter of Credit) or any combination thereof, the Operating Lender shall forthwith after such event credit the Borrower with such fees as it has paid in respect of any such Letter of Credit for the time remaining in the period for which such fees were originally paid and applicable to the amount of the Letter of Credit on its termination or the amount of the reduction, as the case may be.

5.6 Creditcard and Cash Management Fees

The Borrower shall pay fees to the Creditcard Lenders in respect of Creditcard Facilities, and to the Operating Lender in respect of Cash Management Services, as provided in the agreements entered into by a Loan Party in connection therewith.

5.7 Interest on Overdue Amounts

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), the Borrower 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 Law, 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:

(a) if such amount is payable in Canadian Dollars, the interest rate applicable to Prime Loans outstanding from time to time hereunder whether or not any Prime Loans are then outstanding plus the Applicable Margin plus [redacted] per annum; and

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(b) if such amount is payable in U.S. Dollars, the interest rate applicable to U.S. Base Rate Loans outstanding from time to time hereunder whether or not any U.S. Base Rate Loans are then outstanding plus the Applicable Margin plus [redacted] per annum.

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

5.8 Agent’s Fees

The Borrower shall pay an agency fee to the Agent (for the Agent’s sole account) at the Agent’s Account for Payments, in an amount as agreed from time to time between the Agent and the Borrower, 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 an amount payable pursuant to this Agreement.

5.9 Maximum Rate Permitted by Law

No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate permitted by Applicable Law. 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 Law.

5.10 Interest Generally

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 or Credit Document now or hereafter granted to or taken by the Agent or any Lender and all interest and fees payable by the Borrower 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.

5.11 Standby Fees

During the Revolving Period of each Lender, the Borrower shall pay standby fees to the Agent on behalf of each Syndicated Lender which is a Revolving Lender and to the Operating Lender for so long as it is a Revolving Lender calculated quarterly in arrears to and including the last day of each calendar quarter commencing with the Effective Date, and payable on the third Business Day following each such calendar quarter and on the Term Out 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 Term Out 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 5.11, the amount of Borrowings outstanding from time to time in U.S. Dollars on each day during the period for which such standby fees are payable shall for the purposes of determining an Equivalent Amount on such day be notionally converted to the Equivalent Amount in Canadian Dollars using the Bank of Canada spot rate for converting U.S. Dollars to Canadian Dollars.

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5.12 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 the Debt to EBITDA Ratio, such change shall become effective on the day on which the Borrower delivers a Compliance Certificate in accordance with the requirements hereof evidencing such change in the Debt to EBITDA Ratio, or, if the Borrower has not delivered a Compliance Certificate as required by the terms hereof within the time permitted by Section 9.1(f), then such change in the Applicable Margin and Standby Fee Rate shall become 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 tables in the definitions of Applicable Margin and Standby Fee Rate for the period from the latest date permitted hereunder for delivery of such Compliance Certificate until the date of delivery thereof.

Any increase or decrease in (i) the interest rates on Benchmark Loans outstanding on the effective date of such change in the aforesaid rates and fees will apply proportionately to each such Benchmark Loan outstanding on the basis of the number of days remaining in the term to maturity thereof; and (ii) the Letter of Credit Fees outstanding on the effective date of such change in the aforesaid rates and fees will apply proportionately to each such Letter of Credit outstanding on the basis of the number of days remaining in the applicable calendar quarter at the time of such change and thereafter, at such increased or decreased rate.

ARTICLE 6 SECURITY

6.1 Security

To secure the payment and performance of all amounts from time to time owing by the Loan Parties to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders under the Loan Documents and Credit Documents, the Borrower shall execute and deliver or cause to be executed and delivered to the Agent, the following documents (collectively, the “ Security ”):

(a) an unlimited liability guarantee from each Loan Party (other than the Borrower) with respect to the obligations of the Borrower and the other Loan Parties;
(b) if any Loan Party (other than the Borrower) intends to transact Lender Swaps, obtain Creditcard Facilities or request Cash Management Services, an unlimited liability guarantee from the Borrower with respect to the obligations of such other Loan Parties to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders (as applicable) thereunder; and
(c) a demand debenture from each Loan Party in the amount of Cdn. $700,000,000 (or such other amount as may be agreed by the Borrower and the Agent, each acting reasonably) granting a first priority security interest over all present and after-acquired personal property and a first floating charge over all other present and after-acquired property of each Loan Party (with provisions contemplating a fixed charge on its Oil and Gas Properties should such a fixed charge be required pursuant to Section 6.12), registered in Alberta, British Columbia and Saskatchewan and all other jurisdictions in which each such Loan Party hereafter carries on business.

6.2 Form of Security

Without limiting the foregoing, the Security will be in such form or forms as required by the Agent, acting reasonably, and will be registered in such offices in the provinces of Canada or any other jurisdiction as the Agent may from time to time reasonably require to protect the Security Interests created thereby

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(initially, with respect to the charges created thereby on real property interests in Alberta, as a general charge on land, and with respect to the charges created thereby on personal property interests in Alberta, as a security interest in all present and after acquired personal property; and with respect to other jurisdictions, as nearly equivalent to the foregoing as practicable). 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 Lenders, the Swap Lenders and the Creditcard Lenders with the Security Interests and priority to which each is entitled hereunder, the Borrower will forthwith execute and deliver or cause to be executed and delivered to the Agent, at the Borrower’s expense, such amendments to the Security or provide such new security as the Agent may reasonably request, in a form satisfactory to the Agent, acting reasonably.

6.3 Subsidiary Guarantees and Subsidiary Security

Upon a Subsidiary being acquired or formed, and to secure the payment and performance of all amounts from time to time owing by the Loan Parties to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders under the Loan Documents and Credit Documents, the Borrower shall cause any such Subsidiary to execute and deliver (to the extent not already provided):

(a) an unlimited liability guarantee with respect to the obligations of the Borrower and the other Loan Parties to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders, and
(b) a demand debenture in the amount of Cdn. $700,000,000 (or such other amount as may be agreed by the Borrower and the Agent, each acting reasonably) granting a first priority security interest over all present and after-acquired personal property and a first floating charge over all other present and after-acquired property (with provisions contemplating a fixed charge on its Oil and Gas Properties should such a fixed charge be required pursuant to Section 6.12), registered in each jurisdiction in which each such Subsidiary carries on business;

together with certified copies of constating documents and resolutions, a certificate of incumbency, a legal opinion of outside counsel with respect to the Loan Party and the Security provided by it and such other documents as the Agent may reasonably require, all in a form substantially similar to those provided by the Borrower and, if applicable, the other Loan Parties on the Effective Date with such changes as may be approved by the Agent, acting reasonably.

6.4 Registrations and Renewals

The Borrower shall and shall cause each other Loan Party, at the Borrower’s sole cost and expense, to 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 executed and delivered to the Agent as contemplated hereby 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. The Agent may, at the Borrower’s sole cost and expense, effect any or all such registrations, filings and recordings should the Borrower fail to do so forthwith upon the Agent’s request as aforesaid.

The Agent acknowledges that registrations in respect of the Security against individual Oil and Gas Properties will not be required to be made by the Borrower until such time as the Agent has received instructions from the Required Lenders pursuant to Section 6.12.

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Forthwith upon the Agent’s request from time to time, and in any event within 5 Business Days, the Borrower shall deliver to the Agent a current land schedule in form satisfactory to the Agent detailing all Borrowing Base Assets then held by the Loan Parties, which shall include legal descriptions, crown lease numbers and issue dates, zone restrictions, names of freehold lessors, each Loan Party’s before and after payout working interests and all royalties and burdens.

6.5 Security Effective Notwithstanding Date of Advance

The Security Interests constituted by any of the Security or required to be created hereby or thereby shall be effective, and the undertakings as to Security Interests herein or in any Security shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security Interest or before or after or upon the date of execution of this Agreement, and shall not be affected by the indebtedness hereunder fluctuating from time to time or the accounts established by the Agent or any Lender ceasing to be in debit balance.

6.6 Extensions, Etc.

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 and Credit Documents or the rights of the Agent, the Lenders, the Creditcard Lenders or the Swap Lenders under the Loan Documents and Credit Documents.

6.7 Notice of Name Change

The Borrower shall notify the Agent of any details, as soon as available, of any proposal to change the name of any 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.

6.8 No Merger

The taking of any Security as provided under this Agreement or any Loan Document or Credit Document shall not operate by way of merger of any of the obligations of any Loan Party or any successor of any Loan Party under any Loan Document or Credit Document, or of any Security Interest, guarantee, 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 on behalf of any Lender, Swap Lender or Creditcard Lender shall operate by way of merger or in any way affect the Security provided for in this Agreement, which shall be in addition to and not in substitution for any other security now or hereafter held by the Agent or any Lender, Swap Lender or Creditcard Lender whether for indebtedness hereunder or under any Security. For greater certainty, no judgment recovered by the Agent, any Lender, Swap Lender or Creditcard Lender shall operate by way of merger or in any way affect the obligation of the Borrower to pay interest at the rates, times and manner as provided in this Agreement.

6.9 Further Assurances – Security

The Borrower 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 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 the Oil and Gas Properties or to sell the Oil and Gas Properties in a liquidation of assets or as a going concern following the occurrence of an Event of Default. In addition, the Borrower shall, and

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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 Lenders, the Swap Lenders and the Creditcard Lenders the Security Interests and the priority intended to be created by the Security.

6.10 Release and Amendment of Security

The Agent shall not, during the term of this Agreement, discharge, surrender, amend or otherwise modify any Security without the prior written consent of all of the Lenders and Swap Lenders, provided that the Agent may accept additional or supplemental Security as provided in the Loan Documents and Credit Documents, and may discharge Security provided hereunder at the discretion of the Agent with respect to Permitted Dispositions, and provided that the Agent may, in connection with its acceptance of supplemented Security Interests in accordance with Section 6.12, release the charge of the Security as against real property interests no longer intended to be charged thereby.

The Lenders hereby authorize the Agent, and the Agent hereby agrees, to discharge the Security at the Borrower’s sole cost and expense, forthwith after all of the Lender Outstandings and all other obligations of the Loan Parties under the Credit Documents 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.

6.11 Permitted Encumbrances and Permitted Indebtedness

None of:

(a) the fact that any Person is permitted to create or suffer to exist any Permitted Encumbrance or Permitted Indebtedness;
(b) the fact that any representation, warranty or covenant herein may make an exception for the existence of Permitted Encumbrances or Permitted Indebtedness; or
(c) the fact that the Security Interests created pursuant to the Loan Documents and Credit Documents are stated to be subject to, or are not required to rank in priority to, Permitted Encumbrances;

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 or Credit Documents to any Permitted Encumbrance or to any other Security Interest or other obligation whatsoever, or that the indebtedness under the Loan Documents or Credit Documents is in any way subordinate or junior in right of payment to any Permitted Indebtedness, it being the intention of the parties that all Security Interests created pursuant to the Loan Documents and Credit Documents shall at all times, to the maximum extent permitted by Applicable Law, rank as first priority Security Interests in priority to Permitted Encumbrances and all other Security Interests or other obligations whatsoever and that the indebtedness under the Loan Documents and Credit Documents will rank n right of payment at all times at least equally with such Permitted Indebtedness.

6.12 Fixed Charge Supplements

From time to time upon the request of the Agent acting on the instruction of the Required Lenders, within 10 days of a notice from the Agent to the Borrower of such request, the Borrower shall, at the Borrower’s sole cost and expense, execute and deliver, and shall cause each other Loan Party to execute and deliver, such additional or supplemental Security Interests (including by way of a fixed charge

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supplemental debenture to any floating charge debenture referred to in Sections 6.1 and 6.3) as the Required Lenders may request in order to ensure that all Borrowing Base Assets held by the Loan Parties are validly subjected to first fixed charge Security Interests in favour of the Agent for the benefit of the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders, subject only to Permitted Encumbrances, and in connection therewith shall provide to the Agent a land schedule in form satisfactory to the Agent detailing all Borrowing Base Assets then held by the Loan Parties (including legal descriptions, Crown lease numbers, issue dates, zone restrictions, names of freehold lessors, their before and after payout working interests, and all royalties and burdens encumbering such interests). Section 6.4 shall apply with respect to registrations against individual Oil and Gas Properties subjected to fixed charges under this Section 6.12.

6.13 Acknowledgement and Confirmation.

In accordance with Section 8.1(c)(ii), the Borrower has executed and delivered a demand debenture dated December 17, 2013, as supplemented by a first supplemental debenture dated June 30, 2017 in favour of the ATB Financial (under its prior name, Alberta Treasury Branches) and assigned to the Agent, and as acknowledged and confirmed, by the second amending agreement dated May 28, 2018 to the amended credit agreement dated as of June 30, 2017, among the Borrower, as borrower, the Lenders, as lenders, and the Agent, as agent on behalf of the Lenders (such demand debenture, as supplemented, assigned, acknowledged and confirmed to the date hereof, the “ Debenture ”), for and on behalf of the Lenders.

With respect thereto, the Borrower hereby:

(a) ratifies and confirms its obligations under the Debenture and confirms and agrees that the Debenture:
(i) continues in full force and effect; and
(ii) is a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar statutes affecting the enforcement of creditors’ rights generally and by general principles of equity;
(b) acknowledges, confirms and agrees that the Security Interest granted by it pursuant to the Debenture continues in full force and effect in favour of the Agent and secures the performance and observance by it of all of the Obligations (as defined in the Debenture) owing to the Lenders (including, for certainty, all amounts from time to time owing by the Borrower to the Agent, the Lenders, the Swap Lenders and the Creditcard Lenders under this Agreement and the other the Loan Documents and Credit Documents); and
(c) certifies and confirms that the representations and warranties in the Debenture continue to be true and correct in all material respects as if made on and as of the Effective Date (provided that any such representations and warranties which are already qualified by materiality, material adverse effect or similar language shall be true and correct in all respects).

ARTICLE 7 PAYMENT

7.1 Time, Place and Currency of Payment

Payments of principal, interest, fees and all other amounts payable by the Borrower pursuant to this Agreement shall be paid in the currency in which it is due for value at or before 11:00 a.m. (Calgary time)

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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 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 Borrower pursuant to this Agreement, so long as no Default or Event of Default has occurred and is continuing, shall be applied by the Agent in accordance with the Borrower’s instructions.

7.3 Account Debit Authorization

The Borrower authorizes and directs 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 Borrower maintained with the Operating Lender 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 other Loan Document.

ARTICLE 8 CONDITIONS PRECEDENT TO DISBURSEMENT OF THE BORROWINGS

8.1 Effectiveness and Conditions Precedent

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

(a) No Event of Default: as of such time, there shall exist no Default or Event of Default, and the Agent shall have received a certificate from the Borrower certifying the same;
(b) Representations and Warranties True: the representations and warranties contained in Article 2 shall true and correct as of such time, and the Agent shall have received a certificate from the Borrower certifying the same;
(c) Receipt of Documentation: the Agent shall have received, in form and substance satisfactory to the Lenders, the following:
(i) a duly executed original of this Agreement;
(ii) the Security, or a confirmation and acknowledgment in respect of the Security that was previously delivered;
(iii) a certificate of status or similar document in respect of the Borrower issued under the laws of Alberta;
(iv) an officer’s certificate of the Borrower attaching thereto its constating documents, bylaws and other governing documents (or in each case, confirming no change since the last officer’s certificate was delivered), its authorizing resolutions in respect of this Agreement, and an incumbency certificate;

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(v) evidence of insurance as required by Section 9.1(n);
(vi) an opinion of Burnet, Duckworth & Palmer LLP, counsel to the Borrower, addressed to the Agent and each Lender and Lenders’ counsel, relating to, inter alia, the existence of the Borrower and the authorization, execution, delivery and enforceability of this Agreement and the first supplemental debenture;
(vii) an opinion of Torys LLP, counsel to the Lenders, addressed to the Agent and each Lender, in form and substance satisfactory to the Agent; and
(viii) such other documents and documentation which the Agent may reasonably request;
(d) Fees: the Agent shall have received from the Borrower for the account of each Lender (a) an extension fee of [redacted] basis points per annum multiplied by that portion of the Commitment (as defined in the Existing Credit Agreement) of such Lender which is extended as a result of this Agreement and (b) a commitment fee of [redacted] basis points per annum multiplied by the amount by which each Lender’s Commitment under this Agreement exceeds its Commitment (as defined in the Existing Credit Agreement);
(e) Know-Your-Client Confirmations: no Lender shall have advised the Agent that such Lender has not received from the Borrower all such information and evidence as such Lender requested of the Borrower prior to the Effective Date as contemplated by Section 14.11; and
(f) Material Adverse Effect: as of such time, no circumstance or event shall have occurred which would reasonably be expected to have a Material Adverse Effect, and 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 the Agent shall have received a certificate from the Borrower to such effect.

8.2 Conditions Precedent to each Utilization

The obligation of the Lenders to provide any Accommodation to the Borrower or to issue any Letter of Credit, or to allow any Conversion or Rollover, is subject to and conditional upon satisfaction of each of the following conditions precedent:

(a) receipt of the applicable Borrowing Notice, Conversion Notice or Rollover Notice in accordance with this Agreement;
(b) on each Drawdown Date, Conversion Date or Rollover Date, as applicable, there exists no Default or Event of Default;
(c) on each Drawdown Date, the representations and warranties referred to in Section 2.2, other than 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; and
(d) after giving effect to the proposed Accommodation, the Loan Parties would not have, and would not be reasonably expected to have, any Excess Cash.

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8.3 Waiver of a Condition Precedent

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 an Advance under the Syndicated Facility, or the Operating Lender in respect of an Advance 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.

ARTICLE 9 COVENANTS OF THE BORROWER

9.1 Positive Covenants of the Borrower

The Borrower covenants and agrees with each of the Lenders and the Agent as set forth in this Article 9, each such covenant and agreement to remain in full force and effect for the term of this Agreement as provided in Section 14.9 or, in the case of provisions stated to survive termination of this Agreement as described in Section 14.9, until the discharge thereof by the Agent in writing. The covenants and agreements set forth in this Article 9 are without limitation to any covenants, undertakings or agreements elsewhere contained herein or in any of the other Loan Documents or Credit Documents:

(a) Payment and Performance: The Borrower shall and shall cause each other Loan Party to duly and punctually pay all indebtedness and liabilities as and when due by it hereunder and perform all other obligations on its part to be performed under the terms of the Loan Documents at the times and places and in the manner provided for therein.
(b) Maintain Corporate or Other Existence and Status: The Borrower shall and shall cause each other Loan Party to maintain its corporate, partnership or trust existence, as applicable, in good standing and duly register and qualify and remain duly registered and qualified to do business or own or lease property or assets in each jurisdiction in which the nature of any business transacted by it, or the character of any properties or assets owned or leased by it, requires such registration or qualification, except to the extent such failure to be so registered or qualified would not reasonably be expected to have a Material Adverse Effect. Notwithstanding any other provision herein contained, the Borrower shall at all times be an entity formed under the laws of Canada, or a province or territory of Canada with, directly or through its Subsidiaries, business activities in Canada.
(c) Maintenance of and Access to Books and Records: The Borrower shall and shall cause each other Loan Party to keep proper and adequate records and books of 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, and shall permit, and shall cause each other Loan Party to permit the Agent or its representatives upon reasonable notice and from time to time during normal business hours to enter its premises and to inspect its books of accounts and operations thereof, and shall and shall cause each other Loan Party to afford access to the Agent or its representatives at any time and from time to time upon reasonable notice and during normal business hours to inspect the Tangibles and operation of the Oil and Gas Properties and in particular to review documents, books, studies, reports and records relating to the Oil and Gas Properties, the Tangibles and the business of any Loan Party in relation thereto.
(d) Annual Financial Statements: The Borrower shall furnish to the Agent as soon as available and in any event within 90 days after the end of each Fiscal Year a consolidated balance sheet as at the

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dose of such Fiscal Year and statements of income and changes in financial position for such Fiscal Year, setting forth in comparative form the corresponding figures of the preceding Fiscal Year together with an auditor’s report prepared by a qualified firm of accountants confirming that its examinations of such 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 financial statements present fairly in all material respects the financial position of the Borrower on a consolidated basis, as of the dose of such Fiscal Year and the results of their operations and the changes in their financial position for the Fiscal Year then ended, in accordance with GAAP (except as otherwise noted therein and consented to by the Required Lenders, such consent not to be unreasonably withheld); provided that the requirement to deliver the foregoing materials may be satisfied by the Borrower posting such materials on www.SEDARPLUS.ca on the website of the Borrower, as applicable, within the time periods referred to above and forthwith advising the Agent that such materials have been so posted and the details of any website on which the same have been posted.

(e) Quarterly Financial Statements: The 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 Quarters of the Borrower an unaudited consolidated balance sheet of the Borrower as at the end of such Fiscal Quarter and unaudited consolidated statements of income and changes in financial position of the Borrower prepared in accordance with GAAP consistently applied; provided that the requirement to deliver the foregoing materials may be satisfied by the Borrower posting such materials on www.SEDARPLUS.ca or on the website of the Borrower, as applicable, within the time periods referred to above and forthwith advising the Agent that such materials have been so posted and the details of any website on which the same have been posted.
(f) Compliance Certificate/MD&A: The Borrower shall furnish to the Agent, concurrently with the provision of the financial statements pursuant to Section 9.1(d) and 9.1(e), and effective as of the last day of the Fiscal Year or Fiscal Quarter, as applicable, a duly executed and completed Compliance Certificate together with a management discussion and analysis report for such Fiscal Year or Fiscal Quarter.
(g) Environmental Certificate: The Borrower shall furnish to the Agent, concurrently with the provision of the financial statements pursuant to Section 9.1(d), a duly executed and completed Environmental Certificate.
(h) Production and Operating Reports: The Borrower shall furnish to the Agent within 45 days from the end of each Fiscal Quarter (unless requested more frequently by the Agent), production and operating reports (the same to include information as to volumes produced and sold and the amount received by the Borrower or any other Loan Party) in respect of the Borrowing Base Assets.
(i) Annual Budget/Forecasts: The 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 budget approved by the Borrower’s board of directors for such Fiscal Year detailing therein, inter alia, the information to be delivered pursuant to Section 3.5(a) together with a forecasted operating budget of the Borrower for the following two years with the first of such years detailed on a quarterly basis and the net after royalty volumes of oil, natural gas liquids and natural gas forecasted to be produced from the Borrower’s Proved Developed Producing Reserves detailed on a quarterly basis (the “ Forecasted Production Volumes ”).
(j) Engineering Reports: The Borrower shall furnish to the Agent the Engineering Reports required pursuant to Section 3.5 in accordance with the provisions thereof.

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(k) Hedging Reports: The Borrower shall furnish to the Agent, concurrently with delivering the financial statements referred to in Sections 9.1(d) and 9.1(e), a report on the status of all outstanding Swaps, 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 (i) detail all hedging activity occurring during such Fiscal Quarter (or, if delivered with the financial statements pursuant to Section 9.1(d), the Borrower’s fourth Fiscal Quarter); and (ii) detail the position and market value of all Swaps in effect as at the end of such Fiscal Quarter (or, if delivered with the financial statements pursuant to Section 9.1(d), the Borrower’s fourth Fiscal Quarter); provided that the Borrower need not separately furnish such information to the extent it is detailed in such concurrently delivered financial statements of the Borrower.
(l) Provision of Information: The 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 Borrower may satisfy the foregoing by posting such information on www.SEDARPLUS.ca or on another website as notified to and agreed to by the Agent provided that the Agent is aware of the address of and any relevant password specifications for such website. The 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.
(m) Taxes: The Borrower shall and shall cause each other Loan Party to file all income tax returns which are required to be filed, pay or make provision for payment (in accordance with GAAP) of all Taxes which are due and payable, and provide adequate reserves (in accordance with GAAP) for the payment of any Tax the payment of which is being contested, and shall provide the Agent upon request with evidence of such payment, in form and substance satisfactory to the Agent, acting reasonably, all except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.
(n) Insurance: The Borrower shall and shall cause each other Loan Party to maintain in full force and effect such policies of insurance issued by insurers of recognized standing insuring such properties and operations and providing such coverages as would be maintained by persons engaged in the same or similar business in the localities where such properties and operations are located, and shall, if required, furnish the Agent with certificates or other evidence satisfactory to the Agent in compliance with the foregoing provisions and, in respect of insurance policies maintained by any of the Loan Parties, the Agent shall be added as a loss payee, as its interest may appear. If such insurance is not available on commercially reasonable terms, the Borrower shall and shall cause each other Loan Party to maintain in full force and effect such policies of insurance as are acceptable to the Lenders, acting reasonably.
(o) Compliance With Laws and Regulations; Maintenance of Permits: The Borrower shall and shall cause each other Loan Party to:
(i) comply with and manage and operate the applicable Loan Party’s properties and assets in compliance with all Applicable Laws, rules, regulations and orders of Governmental Authorities, including Environmental Laws;

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(ii) observe and conform to all valid requirements, including Governmental Actions, of any Governmental Authority relative to any applicable Loan Party’s properties or assets and all covenants, terms and conditions of all agreements upon or under which any of such properties and assets are held;
(iii) keep and maintain in effect and comply with all permits, approvals, licences and authorizations required in connection with the applicable Loan Party’s business or operations; and
(iv) store, treat, transport or otherwise handle and dispose of all hazardous materials and waste owned, managed or controlled by the applicable Loan Party in compliance with all Environmental Laws;

except to the extent failure to so possess or comply or failure to so observe and conform would not reasonably be expected to have a Material Adverse Effect.

(p) Defence of Title: If the Security Interests granted in any Loan Document or the title to or the rights of the Agent in or to any Borrowing Base Assets or any part thereof shall be endangered or shall be attacked, directly or indirectly, or if any legal proceedings are instigated against any Loan Party with respect thereto, the Borrower shall (other than with respect to Minor Title Defects) promptly give written notice thereof to the Agent and the Borrower shall and shall cause each applicable Loan Party to:
(i) conduct itself diligently to cure any such Title Defect that is discovered or validly claimed;
(ii) take all necessary and proper steps for the defence of title to such properties and the security granted thereunder or under any Security; and
(iii) take such action as is reasonably appropriate to secure a release or discharge of any such claims made against its title to any such properties.
(q) Notice of Certain Events: The Borrower shall provide the Agent with prompt written notice of:
(i) the occurrence of any Default or Event of Default;
(ii) any claims, actions, suits, litigation or other proceedings of which the Borrower has knowledge which are commenced against or adversely affect any Loan Party or any Loan Party’s assets or properties, and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(iii) the discovery of any title defect in respect of any Borrowing Base Asset, other than a Minor Title Defect;
(iv) the occurrence of any circumstance or event which would render any representation or warranty in Section 2.1 incorrect or untrue if then made hereunder;
(v) the unwinding or termination of any Commodity Swap which has been reflected or taken into account in the determination or redetermination of the Borrowing Base;
(vi) any default by a Loan Party under any term or provision of any agreement between itself and any Person which, in respect of any such other agreement, provides for recourse against

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it of an amount in excess of the Threshold Amount and if as a result of such default (and assuming any requirement for notice or lapse of time or other condition precedent has been satisfied) such Person has the right to accelerate any indebtedness in excess of the Threshold Amount or if such Person demands payment of any indebtedness in excess of the Threshold Amount; and

(vii) any other matter, circumstance or event that has had or would reasonably be expected to have a Material Adverse Effect.
(r) Operational Covenants: The Borrower shall and shall cause each applicable Loan Party to carry on and conduct its business and keep, maintain and operate the Oil and Gas Properties and process, transport and sell the production attributable thereto, in accordance with sound oil and gas industry practice.
(s) Compliance Orders: The Borrower shall forthwith notify the Agent and shall and shall cause each other Loan Party to make copies available for inspection and review on a confidential basis by representatives of the Agent upon receipt of all written orders, control orders, directions, action requests, claims and complaints from a Governmental Authority:
(i) relating to the defective or unsatisfactory condition of the Oil and Gas Properties including, for greater certainty, the Tangibles, which would reasonably be expected to have a Material Adverse Effect; or
(ii) relating to non-compliance with any Environmental Law which would reasonably be expected to have a Material Adverse Effect.

The Borrower shall and shall cause each other Loan Party to proceed diligently to resolve (including commence and diligently pursue proceedings for judicial or quasi-judicial determination as to the merits of any thereof), any such claims, complaints, notices or inquiries relating to compliance with Environmental Law where the failure to resolve the same would reasonably be expected to have a Material Adverse Effect.

(t) Environmental Audit: Upon the occurrence or discovery of any circumstance, condition or event which, in the opinion of the Agent, acting reasonably, would reasonably be expected to result in any Environmental Liability to any Loan Party which would reasonably be expected to have a Material Adverse Effect and, in any event, after the occurrence of an Event of Default which is continuing, the Agent may arrange for an environmental audit to be conducted by an independent environmental engineer or other environmental consultant, at the expense of the Borrower. The Borrower shall and shall cause each other Loan Party to, upon reasonable notice, and so long as any such engineer or consultant agrees to comply with the health and safety standards generally applicable to the property or assets to be audited, provide access to its property and assets in order for such engineer or consultant to conduct such environmental and other inspections as it deems advisable and in that connection to examine the books, records, 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.
(u) Environmental Indemnity:
(i) The Borrower shall and shall cause each other Loan Party to forthwith on demand fully indemnify, defend and save each Lender, each Swap Lender and the Agent and each of their respective directors, officers, employees and agents, and any of them, (in this

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Section 9.1(u) 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 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 out-ofpocket 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 Law (all or any item or part of the foregoing liabilities, losses, claims, damages and expenses are referred to in this Section 9.1(u) as “ 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. The Borrower acknowledges on behalf of itself and each Loan Party that each Lender is entering into the provisions of this Section 9.1(u) on its own behalf and as agent and trustee for its directors, officers, employees and agents.

(ii) If any claim (in this Section 9.1(u) referred to as a “ Claim ”) shall be asserted by any Person against the Indemnified Party which may give rise to a Loss, the Indemnified Party shall promptly notify the 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 its ability to defend, object to, oppose or contest that Claim.
(iii) (A) Each Loan Party shall at all times have the right, if no Default or Event of Default has 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 reasonable basis; provided that the Indemnified Party shall have the right to participate in 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 Section 9.1(u)(iii)(B) the fees and disbursements of such other counsel shall be paid by the Borrower. The Indemnified Party shall not effect any settlement or compromise of any Claim without the prior written consent of the Borrower. Notwithstanding anything herein to the contrary, the Borrower on its 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 9.1(u), the Borrower 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.
(B) The Loan Parties shall not, in connection with any Loss in the same jurisdiction, be liable 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 Borrower in writing and such firm or firms shall be designated in writing by the Agent on behalf of each Indemnified Party.

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(v) Properties: The Borrower shall ensure that the aggregate combined assets of the Loan Parties, (determined on an unconsolidated basis) shall not at any time be less than 100% of the consolidated assets of the Borrower.
(w) Pension Plans: The Borrower shall, and shall cause each other Loan Party to, make all required payments in respect of funding each Pension Plan applicable to such Person and otherwise fully comply with all Applicable Laws governing or affecting such plans (including the federal laws of Canada and the laws of the Province of Alberta) if the failure to make such payments or so comply individually or in the aggregate would reasonably be expected to have a Material Adverse Effect, or would result in the imposition of any Security Interest on any of their respective assets.
(x) Ranking: The Borrower shall ensure that the obligations of the Borrower hereunder and of each other Loan Party under its Guarantee of the obligations of the Borrower hereunder rank, for all purposes at least pari passu in right of payment with the other most senior Debt of the Borrower or such other Loan Party, as applicable.
(y) Additional Information: The Borrower shall, and shall cause each other Loan Party to, furnish to the Agent on a confidential basis any additional information regarding the business, affairs, operations and financial condition of each Loan Party as the Agent shall reasonably request.
(z) ARO Reporting: The Borrower shall provide to the Agent:
(i) annually, within 90 days after the end of each Fiscal Year of the Borrower:
- (A) a summary which (i) sets forth the asset retirement and abandonment and reclamation liabilities of each Loan Party, on an aggregated basis, in reasonable detail and (ii) reconciles such liabilities to the amount of such liabilities reported in the annual financial statements delivered in accordance with Section 9.1(d), in each case, in form and substance satisfactory to the Agent and the Lenders, acting reasonably;
- (B) a forecast for the then current fiscal year with respect to decommissioning and abandonment activities and expense for all of the wells, pipelines, facilities and other assets of the Loan Parties in reasonable detail and in form and substance otherwise satisfactory to the Agent and the Lenders, acting reasonably;
- (C) a comprehensive list of all third party operators for all wells, facilities, pipelines and other assets operated by Persons other than the Loan Parties; and
- (D) to the extent available from the applicable Energy Regulator, a copy of the applicable Energy Regulator’s LMR and/or LCA report of each Loan Party;
(ii) concurrently with the redetermination of the Borrowing Base pursuant to Section 3.5(c) and 3.5(d), a report detailing the amount that each Loan Party has expended on decommissioning and abandonment activities during the then current Fiscal Year including a comparison of performance against the amount budgeted therefor as reported in the most recent forecast delivered in accordance with Section 9.1(z)(i)(B) (together with an updated decommissioning and abandonment forecast for the remaining portion of such fiscal year), with commentary from management to explain any material variations therefrom and any other matters related to any changes in the Borrower’s abandonment and reclamation policies;

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(iii) not later than October 30 of each year, an update to the summary delivered pursuant to Section 9.1(z)(i) setting forth any material changes to the asset retirement and abandonment and reclamation liabilities described therein;
(iv) promptly upon receipt thereof, any Abandonment/Reclamation Orders (and any amendments, supplements or other modifications thereto) or other notices or orders issued by any applicable Energy Regulator to any Loan Party or otherwise affecting any of the assets of such Loan Party which, in each case, are material, together with an estimate of the expense required to rectify or comply with such Abandonment/Reclamation Order; and
(v) promptly following delivery of such letters of credit or security, notice to the Agent of any letters of credit or other forms of security are issued on its or any other Loan Party’s behalf to any applicable Energy Regulator in respect of any Material Jurisdiction of if the LMR of any Loan Party is less than 1.5 in Alberta or 2.0 in any other Material Jurisdiction (or if such LMR would have been below any such threshold absent such letter of credit or security having been delivered to the applicable Energy Regulator).
(aa) LMR Maintenance: The Borrower will ensure at all times that the LMR of each Loan Party is not less than 1.50 in Alberta and 2.0 in British Columbia, Saskatchewan and each other Material Jurisdiction.
(bb) Excess Cash Balances: If on the close of business on any day that the Loan Parties have Excess Cash then, on the immediately following Business Day, with respect to any Excess Cash that constituted Excluded Drawdown Proceeds immediately prior to such date, or within five (5) Business Days thereafter, with respect to any other Excess Cash, the Borrower will repay or cause to be repaid a portion of the Aggregate Principal Amount under the Facilities in an amount equal to the lesser of (i) such Excess Cash on the date of such repayment and (ii) the Aggregate Principal Amount under the Facilities, excluding therefrom (A) Benchmark Loans which are not prepayable without payment of breakage costs or cash collateralization until the expiry of the Interest Period, and (B) Letters of Credit, other than Letters of Credit that have been drawn and not reimbursed in accordance with Section 3.8(e) on the date of such repayment. For certainty, if on the date of any Conversion or Rollover of Benchmark Loans, there is any Excess Cash, the Borrower shall be required to make the aforementioned repayment without regard to the exclusion set forth above.
(cc) Further Assurances: The Borrower shall do and cause each 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.
(dd) Minimum ARO Expenditures: The Loan Parties shall make or incur, in each Fiscal Year, expenditures in connection with its asset retirement and abandonment, decommissioning and reclamation liabilities of not less than requirements of the applicable Energy Regulator for its asset retirement, decommissioning and abandonment and reclamation activities, provided that any amounts covered under the Government of Alberta’s Site Rehabilitation Program (or any similar Government Financial Support provided in connection with the Loan Parties’ asset retirement and abandonment and reclamation liabilities) shall be included in the covenant of the Loan Parties for this purpose.

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9.2 Negative Covenants of the Borrower

During the term of this Agreement, the Borrower covenants and agrees with each of the Lenders arid the Agent that it shall not, and shall ensure that each other Loan Party shall not, without the prior written consent of the Agent on behalf of the Required Lenders:

(a) Conduct of Business: engage in any material business or make any material investments or enter into any material ventures other than the ownership and related operation of oil and gas properties and assets in Canada and other activities directly related to the foregoing; nor make or enter into any material property acquisitions, investments, joint ventures or partnerships which are not in the ordinary course of, and made for the purpose of, conducting the business of the Loan Parties as described aforesaid;
(b) Debt: issue, create, incur, assume, permit or suffer to exist or directly or indirectly be or become in any way liable for or in respect of any Debt, other than Permitted Indebtedness;
(c) Financial Assistance: provide any form of Financial Assistance to any Person, other than Permitted Financial Assistance;
(d) Dispositions: directly or indirectly sell, assign, transfer, convey, surrender, exchange, lease, sublease or otherwise dispose of, including by way of farmout or by way of dedication of P&NG Rights, Tangibles or reserves of Petroleum Substances, or by way of the creation of royalty, net profits or like interests, any or all of its right, title, estate and interest in or to all or any part of the Collateral, other than Permitted Dispositions or as permitted pursuant to Section 3.5(g);
(e) Negative Pledge: create, incur, assume, permit or suffer to exist any Security Interest upon or with respect to any of the Collateral, other than Permitted Encumbrances;
(f) Transactions with Affiliates: enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than another Loan Party), except in the ordinary course and pursuant to the reasonable requirements of its business and upon fair and reasonable terms no less favourable to it than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate;
(g) Change of Fiscal Year: change the fiscal year end of the Borrower from December 31 or the basis on which the financial records of a Loan Party are now maintained, subject to Section 1.6;
(h) Corporate Reorganizations: enter into or become party to any transaction (each a “ Transaction ”) of merger, amalgamation, consolidation, winding-up, plan of arrangement, reorganization or reconstruction with any Person or enter into any transaction by way of transfer, liquidation, sale, lease, disposition or otherwise whereby all or substantially all of its undertaking, property or assets would become the property of any other Person (herein called a “ Successor ”), or take any corporate, partnership or trust action in pursuance of any of the foregoing; provided that any Loan Party may do so if such Transaction is conducted solely with another Loan Party or Loan Parties and:
(i) the Transaction would not reasonably be expected to result in a Material Adverse Effect;
(ii) in the case of a Transaction by a Loan Party other than the Borrower, the Successor will satisfy the requirements of Section 6.1 and will be a Loan Party;

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(iii) such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent or any Lender hereunder and under any other Loan Document or Credit Documents and not to affect adversely the potential liability of the Agent or any Lender for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of any Governmental Authority or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges; and
(iv) no Event of Default or Default shall have occurred and be continuing immediately prior to such Transaction or will occur as a result of such Transaction;
(i) Distributions: make, give effect to or implement any steps or procedures to make any Distributions (other than Distributions between Loan Parties) without the express written consent of all of the Lenders other than if:
(i) at the time such Distribution is made, the Debt to EBITDA Ratio of the Borrower, as set forth in the most recently delivered Compliance Certificate, updated to give pro forma effect to such Distribution, is less than 1.50:1.00;
(ii) at the time such Distribution is made, the Aggregate Principal Amount outstanding under the Facilities, after giving pro forma effect to such Distribution, is less than 80% of the Total Commitment; and
(iii) no Default, Event of Default, or Borrowing Base Shortfall exists or would reasonably be expected to result therefrom.
(j) Swaps: enter into any Swap outside the ordinary course of its business or for speculative purposes (determined, where relevant, by reference to GAAP); provided that the following shall be deemed to be Swaps entered into outside of the ordinary course of business or entered into for speculative purposes:
(i) any Interest Swap if the Equivalent Amount in Canadian Dollars of the notional amount of indebtedness under such Interest Swap together with the Equivalent Amount in Canadian Dollars of the notional amount of all other Interest Swaps then in effect in respect of the Loan Parties exceeds the underlying exposure to the risk hedged or sought to be hedged by such Interest Swap at the time such Interest Swap is entered into;
(ii) any Commodity Swap if the term of such Commodity Swap exceeds three years or if the aggregate amount of Petroleum Substances subject to such Commodity Swap, together with all other Commodity Swaps then in place, would exceed in the aggregate on a rolling basis for the next following three years, 75% in the first year, 65% in the second year, and 55% in the third year, in each case, of the Loan Parties’ combined average daily production of such Petroleum Substances (net of royalties) during the immediately preceding Fiscal Quarter of the Borrower, as determined at the time any such Commodity Swap is entered into and as adjusted for acquisitions, divestitures and extraordinary events during such Fiscal Quarter in a manner satisfactory to the Agent, acting reasonably;
(iii) any Currency Swap if the aggregate amount hedged under all Currency Swaps at the time any such Currency Swap is entered into exceeds the Loan Parties’ U.S. Dollar underlying exposure, whether direct or indirect, to the risk hedged or sought to be hedged by such Currency Swap at the time such Currency Swap is entered into;

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(iv) any Interest Swap or Currency Swap having a term from its inception to maturity exceeding two years; and
(v) any Swap in respect of which a Security Interest is granted, except for Permitted Encumbrances;

and to the extent the Borrowing Base includes any value for any Swap, such Swap shall not be terminated by the applicable Loan Party without the prior written consent of the Required Lenders except at its maturity and in accordance with its terms.

(k)
ERISA Plans: maintain or contribute to any Pension Plan subject to or regulated by ERISA;
(l) Terrorism Sanction Regulations: engage in any dealings or transactions with any Canadian Sanctions Designated Person;
(m) Partnerships: add any Person as a partner to a Loan Party which is a partnership if such Person is not a Loan Party; nor transfer any Voting Shares, units or other ownership interests in any Loan Party which is a partnership if the transferee is not a Loan Party; nor make any changes, amendments or supplements to the partnership agreement relating to such partnership which would reasonably be expected to adversely affect the Lenders in a material manner;
(n) Insurance Proceeds: make any application or use of any insurance proceeds received by it in respect of any single claim or event which are in excess of the Threshold Amount as most recently determined or redetermined, until the Required Lenders have determined that, as a result of the insured events, a Borrowing Base Shortfall has not resulted or would not result from an application of such proceeds of insurance other than on account of the Borrowings;
(o) Acquisitions : to purchase or otherwise acquire (by way of merger, amalgamation, acquisition, exchange or otherwise) (i) Voting Shares or other ownership interests of any Person or entity or (ii) any assets or property which, in any case would result in the LMR of any Loan Party in any Material Jurisdiction, on a pro forma basis after giving effect thereto, being the lesser of (A) 2.0 and (B) the then current LMR of such Loan Party in such Material Jurisdiction, unless any such reduction in the applicable LMR would be less than 0.05;
(p) Bank Accounts : open or maintain any operating accounts, deposit accounts or other bank or securities or investment property account with any financial institution other than the Agent;
(q) Payments to Existing Lenders : the Borrower will not, and will not permit any other Loan Party to, make any direct or indirect payment of any kind to or on behalf of any Lender, or the assignee of any Lender, as a result of, as a condition to, or otherwise in connection with, the assignment by any such Lender of its Commitment, or any portion thereof;

ARTICLE 10 EVENTS OF DEFAULT

10.1 Events of Default

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

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(a) Failure to Pay Principal: the failure of the Borrower to make any payment of any Borrowings when due hereunder;
(b) Failure to Pay Interest or Fees: the failure of any Loan Party to make any payment of any interest, fees or any other amount due under any Loan Document when due hereunder and such default shall remain unremedied for a period of two Business Days after written notice from the Agent to the Borrower that such amount is overdue;
(c) Certain Negative Covenants: if there is a breach or failure of due performance or observance by any Loan Party of any Sections 9.2(b) (“Debt”), 9.2(d) (“Dispositions”), 9.2(e) (“Negative Pledge”), 9.2(i) (“Distributions”), or 9.2(o) (“Acquisitions”);
(d) Other Covenants: if there is a breach or failure of due performance or observance by any Loan Party of any covenant or provision of any Loan Document (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 Borrower;
(e) Misrepresentations: if any representation or warranty made or deemed to be made by the Borrower or any other Loan Party in any Loan 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 Borrower, except for a representation and warranty made pursuant to Section 2.1(g) in relation to a Title Defect where the provisions of Section 3.5(g) are applicable thereto and have been complied with;
(f) Cross Default: if any Loan Party or the Person primarily liable or jointly and/or severally liable in the case of any contingent or joint and/or several obligation of any Loan Party is in default under any term or provision of any other agreement evidencing or securing Debt between itself and any Person (other than this Agreement), 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 the Threshold Amount; and, in any case, such breach or default is not remedied within any applicable cure period in the relevant agreement with respect to Debt;
(g) Cease to Carry on Business: if any Loan Party ceases or threatens to cease to carry on business;
(h) 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 the Threshold Amount;
(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

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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 Debtor Relief 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 foregoing; or
(v) commit or threaten to commit an act which, if committed by a corporation, would constitute bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any statute passed in substitution therefor, as amended from time to time;
(i) Involuntary Insolvency: if any case, proceeding or other action shall be instituted in any 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 the Threshold Amount, or any other like relief in respect of such Loan Party under any Debtor Relief Law and, if such case, proceeding or other action is being contested by the Borrower 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
(j) Disposition of Assets: if any Loan Party shall pass an effective resolution or initiate steps or proceedings for the purpose of authorizing the disposition of all or substantially all of its property, assets and undertakings (except for a disposition in accordance with and as permitted by Section 9.2(d));
(k) Change in Ownership: if, at any time:
(i) each Loan Party (other than the Borrower) is not wholly-owned, directly, by the Borrower or another Loan Party (unless any such Loan Party ceases to exist pursuant to any one or more reorganization transactions made subject to and in accordance with Section 9.2(h)); or
(ii) a Change of Control occurs;
(l) Judgments: if a final judgment or judgments for the payment of money shall be rendered against any Loan Party in an amount in excess of the Threshold Amount and the same shall remain undischarged for a period of 20 Business Days during which such judgment or judgments shall not be on appeal or execution thereof shall not be effectively stayed;
(m) Writs: if writs, executions, attachments or similar processes are issued or levied against any of the property of any Loan Party in an aggregate amount which is in excess of the Threshold Amount and such writ, execution, attachment or similar process remains undischarged or unreleased for a period of 20 Business Days;

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(n) Encumbrancers: if encumbrancers or licensors lawfully take possession of any property of any Loan Party having a value in an aggregate amount which is in excess of the Threshold Amount and such possession continues for a period of 20 Business Days;
(o) Invalid Loan Documents: if any material provision of any Loan Document continues to be invalid or unenforceable in whole or in a material part, or any of the Security Interests in and to any material Collateral constituted by the Security 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 20 Business Days after notice thereof by the Agent to the Borrower;
(p) Borrowing Base Shortfall: if the Borrower fails to eliminate a Borrowing Base Shortfall as required by Section 3.5(i);
(q) Lender Swaps: if any Loan Party breaches or is in default under any Lender Swap and such breach or default is not remedied or waived within any applicable cure period in the relevant agreement with respect thereto;
(r) Swaps: if any Loan Party breaches or is in default under any Swap which is not a Lender Swap and the aggregate Mark-to-Market amount payable by such Loan Party under all such Swaps, when taken together with the aggregate amounts which are the subject of any breaches or defaults provided for in Section 10.1(f), is in excess of the Threshold Amount; and, in either case, such breach or default is not remedied or waived within any applicable cure period in the relevant agreement with respect thereto;
(s) Material Adverse Effect: if an event shall occur which, in the opinion of all the 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 date of written notice by the Agent to the Borrower of such event; or
(t) Abandonment/Reclamation Orders: if any Loan Party receives one or more Abandonment/Reclamation Orders from any applicable Energy Regulator and (i) the aggregate estimated cost of compliance with all such outstanding orders, together with the aggregate amount of all then existing security deposits with the applicable Energy Regulator (without duplication) determined at the time of receipt thereof by the applicable Loan Party, would exceed Cdn. $30,000,000 (provided that, for the purpose of determining any such estimated cost, the Borrower shall provide the Agent with a reasonable and factually supportable estimate of such costs within 10 Business Days of its receipt of the applicable order and shall deliver to each Lender all such other relevant information related to such estimate as may be reasonably required by any such Lender) and (ii) the applicable Loan Party has not complied with the terms of the applicable Abandonment/Reclamation Order(s) or the circumstances identified in such order(s) remain unrectified (as such order(s) may be amended, supplemented or otherwise modified by the applicable Energy Regulator) (as any such date may be extended as a result of any appeal period in respect thereof) by any deadline date for compliance or rectification as set forth therein (the “ Compliance Date ”), unless the Agent has received evidence satisfactory to it, in its sole discretion, (A) of such compliance or rectification on or before the Compliance Date, or (B) that such order has been withdrawn by the applicable Energy Regulator on or before the Compliance Date.

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10.2 Acceleration

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:

(a) Terminate Commitment: cease to make or continue any Borrowings hereunder, 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 Borrower, declare the Total Commitment and the right of the Borrower to apply for further Accommodations to be terminated; and
(b) Acceleration Notice: by written notice to the Borrower (an “ Acceleration Notice ”), declare all Borrowings (including the undrawn amount of all outstanding Letters of Credit) and other liabilities and indebtedness (whether matured or unmatured) of the Borrower to the Agent, the Lenders and the Creditcard Lenders hereunder and under the other Loan Documents and the Bilateral Financial Services Agreements 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 Borrower;

provided that upon the occurrence of an Event of Default specified in Section 10.1(h) or 10.1(i) the Commitment shall automatically terminate and all Borrowings (including the undrawn amount of all outstanding Letters of Credit) and other indebtedness and liabilities hereunder and under the other Loan Documents and the Bilateral Financial Services Agreements shall automatically become due and payable, in each case without any requirement that notice be given to the Borrower. Immediately upon the occurrence of an Event of Default specified in Section 10.1(h) or 10.1(i) or at the time stated in an Acceleration Notice, the Borrower 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 undrawn amount of all outstanding Letters of Credit) and other indebtedness and liabilities hereunder and under the other Loan Documents and the Bilateral Financial Services Agreements, failing which all rights and remedies of the Agent and the Lenders under the Loan Documents and the Bilateral Financial Services Agreements 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) Swap Demand. If 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

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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 under the Credit Documents.

(c) No Sharing. Any amounts which are lawfully received by any Swap Lender under a Swap 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 the provisions of Section 10.7.
(d) 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 Lender Swap was entered into) ceasing to be a Lender hereunder.

10.4 Cash Collateral Accounts

Upon the occurrence of:

(a) a Termination Event or delivery of an Acceleration Notice;
(b) an event under Section 4.2 where the Borrower elects in accordance with Section 4.3 to make payment to the Cash Collateral Accounts of the required amount; or
(c) an event under Section 3.5(g) requiring a payment of an amount to the Cash Collateral Accounts;

the Borrower shall forthwith pay to the Agent, for distribution to each Lender in an amount equal to such Lender’s Applicable Percentage thereof and deposited into a Cash Collateral Account, an amount equal (in the case of (a) and (b) above) to the Lender’s maximum potential liability under then outstanding Letters of Credit and (unless the Borrower makes payment of the amount required pursuant to Section 11.6) Benchmark Loans or, in the case of (c) above, the amount required pursuant to Section 3.5(g) (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 Borrower to the Lenders in respect of such Letters of Credit and (unless the Borrower makes payment of the amount required pursuant to Section 11.6) Benchmark Loans, or, in the case of (b) above, be applied as required by Section 4.3, or, in the case of (c) above, be applied as required by Section 3.5(g).

10.5 Remedies on Default

At any time when an Event of Default exists:

(a) Required Lenders Instructions: if the Required Lenders do provide directions or instructions 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 Borrower hereby expressly waives (to the extent such rights may be waived under Applicable Law). The rights and remedies of the Agent and the Lenders under the Loan Documents and Credit 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

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Lenders for the purposes of this Agreement shall be calculated by revising paragraph (a) of the definition of Required Lenders to change the references to “Borrowings” to “Lender Outstandings” and deleting the words “under the Syndicated Facility and Operating Facility”; and

(b) General Remedies: the rights and remedies of the Agent and each Lender and Swap Lender under the Loan Documents and Credit 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, Creditcard Lenders and Swap Lenders, and shall, if so required by the Required Lenders, to the extent permitted by Applicable Law, bring suit at law, in equity or otherwise for any available relief or purpose including but not limited to:
(i) Specific Performance: the specific performance of any covenant or agreement contained in the Loan Documents and Credit Documents;
(ii) Injunction: enjoining a violation of any of the terms of the Loan Documents and Credit Documents;
(iii) Assistance: aiding in the exercise of any power granted by the Loan Documents and Credit Documents or by law; or
(iv) Judgment: obtaining and recovering judgment for any and all amounts due in respect of the Borrowings or amounts otherwise due hereunder or under the Loan Documents and Credit Documents.

10.6 Right of Set-Off

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 Law, 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 Borrower or any other Loan Party against any and all of the obligations of the Borrower 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 Borrower 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 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 setoff of Swap Indebtedness that is not Permitted Swap Indebtedness against or on account of any Lender Outstandings owed to it.

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10.7 Application and Sharing of Payments Following Acceleration

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 Sections 10.1(h) or 10.1(i) (inducing monies received as a result of a realization upon the Security or 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:

(a) firstly, in or towards payment of any fees or expenses then due and payable to the Agent hereunder or under any other Loan Document or Credit Document;
(b) secondly, pro rata among the Syndicated Lenders and the Operating Lender in respect of amounts due and payable to such Lenders as and by way of recoverable expenses hereunder or under any of the Security;
(c) thirdly, pro rata among the Syndicated Lenders and the Operating Lender in respect of amounts due and payable to such Lenders by way of interest pursuant to Sections 5.1, 5.2 and 5.3, 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 5.11;
(d) fourthly, pro rata among the Syndicated Lenders and Operating Lender in respect of any other amount (other than Lender Outstandings) not hereinbefore referred to in this Section 10.7 which are then due and payable to any of them by the Borrower hereunder or under any other Loan Document or Credit Document to the extent that they constitute Permitted Swap Indebtedness;
(e) fifthly, pro rata among the Syndicated Lenders, the Operating Lender, the Creditcard Lenders and the Swap Lenders in or towards repayment of the Lender Outstandings; and
(f) sixthly, pro rata in or towards repayment to the Swap Lenders of all Swap Indebtedness in excess of the Permitted Swap Indebtedness.

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 Law to continue to make advances or other amounts available to the Borrower subsequent to the Adjustment Time by reason of a

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requirement in Applicable Law to give the Borrower 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 (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 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 Lender Outstandings any amount required to be made available pursuant to Section 10.8(b);

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 Section 12.18.

10.9 Calculations as at the Adjustment Time

For the purposes of this Agreement, if:

(a) Swap Demand: a Swap Demand for Repayment has been delivered; or
(b) Termination Event: a Termination Event has occurred under any Credit Document evidencing a Swap;

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 Lender 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 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

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misconduct. All amounts so paid by any Lender or the Agent hereunder shall be repaid by the Borrower 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 Borrower and shall be secured by the Security.

10.11 Waiver of Default

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 or Credit 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 or Credit Documents, and any indulgence granted thereby, shall be deemed not to be a waiver of any subsequent default. To the extent permitted by Applicable Law, the Borrower hereby waives 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 and Credit Documents.

10.12 Adjustments

After all Borrowings (including the undrawn amount of all outstanding Letters of Credit) (the “ Aggregate Principal Amounts ”) are declared by the Agent to be due and payable pursuant to Section 10.2, (i) each Lender agrees that it will at any time or from time to time thereafter at the request of the Agent as required by any Lender, purchase at par on a nonrecourse basis a participation in the Aggregate Principal Amounts owing to each of the other Lenders and make any other adjustments as are reasonably necessary or appropriate (including indemnities for any then outstanding Letters of Credit and Benchmark Loans), in order that the Aggregate Principal Amounts owing to each of the Lenders, as adjusted pursuant to this Section 10.12, will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration, and (ii) the amount of any repayment made by or on behalf of the Loan Parties under the Loan Documents or any proceeds received by the Agent or the Lenders pursuant to Section 10.7 will be applied by the Agent in a manner such that to the extent possible the amount of the Aggregate Principal Amounts owing to each Lender after giving effect to such application will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration.

ARTICLE 11 INCREASED COST/TAXES/ILLEGALITY

11.1 Increased Cost

(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended 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

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and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) impose on any Lender 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 Borrower 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.

(b) Capital Requirements. If any Lender determines 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 Lenders holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lenders holding company with respect to capital adequacy), then from time to time the Borrower 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.
(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 be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall 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 Borrower 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 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.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other 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) 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) the Borrower shall make such deductions

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and (i) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.
(c) Indemnification by the Borrower. The Borrower 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 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.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall 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 the 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 Borrower (with a copy to the Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by Applicable Law 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 Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(f) 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 Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 11.2, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 11.2 with respect to the Taxes or Other 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 Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the 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 Borrower or any other Person.

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11.3 Mitigation Obligations, Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 11.1 or requires the Borrower to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.2, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking Borrowings hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, 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 Borrower hereby agrees 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 the Borrower is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 11.2 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section (a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if any Lender requires the Borrowing Base to be determined at a level which is lower than the level otherwise acceptable to all Lenders, then the Borrower 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 Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 13.1(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Accommodations, 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 Borrower (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 assignment will result in a reduction in such compensation or payments thereafter;
(iv) such assignment does not conflict with Applicable Law; 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 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 Borrower to require such assignment and delegation cease to apply.

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11.4 Illegality

(a) If (i) the introduction of or any change in Applicable Law, regulation, treaty, official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or (ii) 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 or (iii) any change in location of the business or assets of any Loan Party or the addition to the Security of any new collateral located outside Canada, 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 Borrower through the Agent terminate its obligations under this Agreement to make such Borrowings or perform such obligations and the Borrower 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, provided that such conversion is permitted by Applicable Law and will not require the participation in any Borrowing by the Lender providing notice herein.
(b) If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances the interest for which is determined by reference to any Benchmark, or to determine or charge interest based upon any such Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Agent) (such notice, an “ Illegality Notice ”), (a) any obligation of the Lenders to make Advances the interest for which is determined by reference to any Benchmark, and any right of the Borrower to Convert any existing Advances into Advances the interest for which is determined by reference to such Benchmark shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining the relevant Advances is caused by reference to a specific component of such interest rate that is determined with reference to a Benchmark which has been determined to be unlawful, the interest rate on which each such Advance shall be determined by the Agent shall be such interest rate without reference to the applicable Benchmark component thereof, in each case, until each affected Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, upon demand from any Lender (with a copy to the Agent), prepay or, if applicable, Convert all affected Advances of such Lender to Prime Loans (with respect to Advances denominated in Canadian Dollars) or U.S. Base Rate Loans (with respect to Advances denominated in U.S. Dollars), as applicable (the interest rate on which shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Benchmark component of such interest rate which has been determined to be unlawful), either on the Maturity Date therefor, if all affected Lenders may lawfully continue to maintain such Advance to such day, or immediately, if any Lender may not lawfully continue to maintain such Advance, in each case, until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the applicable Benchmark. Upon any such prepayment or Conversion following receipt of an Illegality Notice, the Borrower shall also pay accrued interest on the amount so prepaid or Converted, together with any additional amounts required pursuant to Section 11.1.

11.5 Inability to Determine Rates

(a) Subject to Section 3.18, if, on or prior to the first day of any Interest Period for any Benchmark Loan:

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(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the Benchmark applicable thereto cannot be determined pursuant to the definition thereof; or
(ii) the Required Lenders determine that for any reason in connection with the delivery by the Borrower of any Borrowing Notice for a Benchmark Loan, Rollover Notice or Conversion Notice of or into a Benchmark Loan, that the Benchmark applicable thereto for the Interest Period requested in respect thereof does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Benchmark Loan, and the Required Lenders have provided notice of such determination to the Agent,

the Agent will promptly so notify the Borrower and each Lender.

(b) Upon notice by the Agent to the Borrower as set forth in Section 8.3(a), any obligation of the Lenders to make Benchmark Loans, as applicable, and any right of the Borrower to Rollover such Benchmark Loans, as applicable, or to Convert any outstanding Advances to the such Benchmark Loans, as applicable, shall be suspended (to the extent of the affected Benchmark Loans, or the affected Interest Periods thereof) until the Agent (with respect to Section 11.5(a)(ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending Borrowing Notice, Rollover Notice or Conversion Notice in respect of any applicable Benchmark Loan (to the extent of the affected Benchmark Loans, or the affected Interest Periods thereof) or, failing that, the Borrower will be deemed to have converted any such Borrowing Notice, Rollover Notice or Conversion Notice in respect of any applicable Benchmark Loan to a Borrowing Notice, Rollover Notice or Conversion Notice for, or into, a Prime Loan (in relation to a Benchmark Loan in Canadian Dollar) or a U.S. Base Rate Loan (in relation to a Benchmark Loan in U.S. Dollars), as applicable, in the amount specified therein and (ii) any outstanding affected Benchmark Loans (to the extent affected) will be deemed to have been converted into a Prime Loan (in relation to a Benchmark Loan in Canadian Dollar) or a U.S. Base Rate Loan (in relation to a Benchmark Loan in U.S. Dollars), as applicable, at the end of the Interest Period applicable thereto. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 11.6.

11.6 Funding Indemnity

If, for any reason whatsoever and whether or not required or permitted pursuant to the provisions of this Agreement, the Borrower repays, prepays, converts or cancels a Benchmark Loan other than on the last day of an Interest Period applicable to such Benchmark Loan, or fails for any reason to borrow, convert, rollover or otherwise act in accordance with a notice given hereunder pursuant to Schedule B or Schedule C, the Borrower shall indemnify the Applicable Lender for any loss or expense incurred by such Lender as a direct result thereof including any loss of profit or expenses such Lender incurs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to maintain the Benchmark Loan or other Borrowing or any increased interest or other charges payable to lenders of funds borrowed in order to maintain such Benchmark Loan or other Borrowing together with any other out-of-pocket charges, costs or expenses incurred by such Lender relative thereto. A certificate of such Lender (acting reasonably and prepared in good faith) submitted by such Lender setting out the basis for the determination of the amount necessary to indemnify such Lender shall be prima facie evidence thereof.

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ARTICLE 12 THE AGENT AND THE LENDERS

12.1 Appointment and Authority

Each of the Lenders and the Swap Lenders hereby irrevocably appoints CIBC to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions 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 Borrower 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 Law. 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

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 Borrower 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.

12.3 Exculpatory Provisions

(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 nature. Without limiting the generality of the foregoing, the Agent:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other 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 Law, 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 Borrower 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.

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(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 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 Borrower), 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 Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the 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

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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 thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Agent and, in consultation with the 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.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the 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 14.3 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

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 such documents and information as it shall from time to time deem appropriate, continue to make its own 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.

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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 Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, 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 14.3 allowed in such judicial proceeding); and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each 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 due the Agent under Article 5 and Section 14.3.

12.10 Collateral and Guarantee Matters

(a) In addition to the authority granted to the Agent in Section 6.10, the Lenders and the Swap Lenders irrevocably authorize the Agent, at its option and in its discretion,
(i) to release any Security Interest on any property granted to or held by the Agent under the Loan Documents if unanimously approved, authorized or ratified in writing by the Lenders; and
(ii) to release any Subsidiary of the Borrower that has provided a Subsidiary Guarantee from its obligations under such Subsidiary Guarantee if such Person ceases to be a Loan Party.

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 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.

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12.11 Rights and Obligations of Each Lender and Swap Lender

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 Borrower 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) result in any other Lender or Swap Lender incurring any liability whatsoever provided that a Lender shall remain liable at all times for the performance of the obligations of its Affiliate that is a Swap Lender; nor
(b) relieve any Loan Party or any other Lender or Swap Lender from its respective obligations under any Loan Document.

Nothing contained herein or in any other Loan Document or Credit 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 Law, 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(h) or 10.1(i) 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

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:

(a) where a time period is specified hereunder for the Agent or the Required Lenders to provide 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.

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12.13 Notices between the Lenders or Swap Lenders, the Agent and the Borrower

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 Borrower 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 Borrower

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 as are furnished by the Borrower to the Agent on behalf of such Lender pursuant to this Agreement, and the Borrower shall provide the Agent with sufficient copies of all such information for such purpose.

12.15 Arrangements for Borrowings

The Agent shall promptly give written notice to each Syndicated Lender at its Branch of Account upon receipt by the Agent of any notice given pursuant to Article 3 or Section 4.3. The Agent shall advise each Syndicated Lender of the amount, date and details of each Syndicated Borrowing and of such Syndicated Lender’s share in each Syndicated Borrowing. At or before 11:00 a.m. (Calgary time) on each Drawdown Date, Conversion Date or Rollover Date, each Syndicated Lender will make available to the Borrower its share of Syndicated Borrowings by way of Loans by forwarding to the Agent the amount of Loans required to be made available by such Lender.

12.16 Arrangements for Repayment of Borrowings

(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(h) or 10.1(i), upon receipt by the Agent of payments from the Borrower on account of principal, interest, fees or any other payment made to the Agent on behalf of the Syndicated Lenders, the Agent shall pay over to each Syndicated 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 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(h) or 10.1(i), 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 Borrower; Presumptions by Agent. Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance

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upon such assumption, distribute to the Syndicated Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Syndicated 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 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 available to the Borrower a corresponding amount. In such event, if a Syndicated Lender has not in fact made its share of the applicable advance available to the Agent, then the applicable Lender and the Borrower 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 Borrower to but excluding the date of payment to the Agent, at (i) in the case of a payment to be made by 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 Borrower, the interest rate applicable to the applicable Accommodation. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower 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 Borrower shall be without prejudice to any claim the Borrower may have against a Syndicated 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 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 resulting in such Lender receiving payment of a proportion of the aggregate amount of the Syndicated 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, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Syndicated Lenders rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated 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) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a

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participation in any of its Borrowings to any assignee or participant, other than to the 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 Borrower 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, the Bilateral Financial Services Agreements or any Permitted Swaps 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, and Permitted Swap Indebtedness, will be applied on account of any remaining Swap Indebtedness.
(c) Receipt of Payments other than Borrowings. Notwithstanding anything contained in 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 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 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 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 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
(ii) a Swap Lender which sets off amounts owing by a Loan Party to such Swap Lender 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) Borrower Consent. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender or Swap Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower 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 Borrower in the amount of such participation. The Borrower agrees, 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.

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12.19 Lenders’ Consents to Waivers, Amendments, etc.

(a) Unanimous Consent of Lenders. Any waiver of or any amendment to a provision of the Loan Documents which relates to:
(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 Fee Rate;
(iii) a change in notice periods or the amount of any payments payable by the Borrower 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 Section 10.7;
(iv) an increase in the Commitment of any Lender, or in the Total Commitment;
(v) any change in the thresholds for Lender approval of any increases, decreases or maintenance of the Borrowing Base limit contemplated by Section 3.5;
(vi) a change in the definition of “Borrowing Base”, “CORRA Adjustment”, “Daily Simple SOFR Adjustment”, “Interest Period”, “Maturity Date”, “Required Lenders”, “Term SOFR Adjustment” or “Term SOFR Reference Rate”;
(vii) the postponement of the Term Out Date or Term Period of a Lender, other than as provided for herein;
(viii) the provisions of Sections 3.5(e), 9.1(v), 9.1(aa) or this Section 12.19;
(ix) an Event of Default under Section 10.1(a), 10.1(b), 10.1(c), 10.1(d) (with respect to a breach of the covenant set forth in Section 9.1(aa) only), 10.1(p) or 10.1(t);
(x) any release or modification of the Security, except as provided by Section 6.10, and except for modifications which are mechanical and administrative in nature,
(xi) the sharing of the Security with Persons other than the Agent, the Lenders, the Swap Lenders, the Creditcard Lenders or any other permitted holders of obligations of the Loan Parties under the Loan Documents and Credit Documents; or
(xii) any matter which, pursuant to the Loan Documents, specifically requires the 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 and the Swap Lenders only if such waiver or amendment is agreed to in writing by all of the Syndicated 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, Swap Lenders and the Operating Lender if such waiver, amendment, action, consent or other determination is agreed to in writing by the Required Lenders.

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(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.

12.20 Reimbursement of Agent’s Expenses or Lender’s Costs

Each Lender agrees that it will indemnify the Agent for its Applicable Percentage of the Total Syndicated Facility Commitment of any and all costs, expenses and disbursements (including those costs and expenses referred to in Section 14.3) 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 Borrower. 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.

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 Borrower. 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.

12.21 Indemnity of Agent

Each Lender hereby agrees to indemnify the Agent (to the extent not reimbursed by the Borrower) as to its Applicable Percentage of the Total Syndicated 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; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, 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 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 Borrower.

12.22 Sharing of Information

Subject to Section 13.4, the Borrower authorizes the Agent and each Lender and Swap Lender to 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.

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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 be amended or added to, from time to time, without the agreement of the Borrower provided such amendment or addition does not adversely affect the rights of the Borrower hereunder or increase, in the aggregate, the liabilities of the Borrower hereunder. A copy of the instrument evidencing such amendment or addition shall be forwarded by the Agent to the 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 Borrower.

12.24 The Agent and Defaulting Lenders

(a) Each Defaulting Lender shall be required to provide to the Agent, to the extent permitted by Applicable Law cash in an amount, as shall be determined from time to time by the Agent, in its discretion, equal to all obligations of such Defaulting Lender to the Agent 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 Borrower. 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.
(b) In addition to the indemnity and reimbursement obligations noted in Section 12.21, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower 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 Section 12.21. Each Defaulting Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender.
(c) The Agent shall be entitled to set off any Defaulting Lender’s Applicable Percentage of all payments received from the Borrower 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 withhold and deposit in one or more non-interest bearing cash collateral accounts in the 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;
(ii) second, 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;
(iii) third, to cash collateralize all other obligations of such Defaulting Lender to the Agent owing pursuant to this Agreement in such amount as shall be determined from time to time

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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 Borrower, and

(iv) fourth, to fund from time to time the Defaulting Lender’s 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 Borrower 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.

12.25 Erroneous Payments

(a) If the Agent notifies a Lender, the Swap Lender or Creditcard Lender (in this Section 12.25, the “ Secured Parties ”) or any Person who has received funds on behalf of a Lender or other Secured Party (any such 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, Secured Party 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 or other Secured Party 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 Canadian Dollars or any other currency at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, 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 and each other Secured Party hereby further agrees that if it (or any other Payment Recipient on its behalf) 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) (x) 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, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, other Secured Party or other such

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Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case oaf immediately preceding clauses (x) or (y), an error shall be 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 preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii) such Lender or other Secured Party shall (and shall cause any other recipient that receives funds on its 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 so notifying the Agent pursuant to this Section 12.25(b).
(c) Each Lender and each other Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender or other Secured Party under any Loan Document, or otherwise payable or distributable by the Agent to such Lender or other Secured Party 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 with immediately preceding clause (a), from any Lender or other Secured Party 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 or other Secured Party at any time, (i) such Lender or other Secured Party shall be deemed to have assigned a portion of its Applicable Percentage of the Lender Outstandings (the “ Assigned Outstandings ”) (but not its Commitment) in the currency in 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 Assigned Outstandings (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 Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption) with respect to such Erroneous Payment Deficiency Assignment, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender, as applicable, 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. The Agent may, in its discretion, sell any Assigned Outstandings 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 Assigned Outstandings (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 any Assigned Outstandings (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the

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Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency.

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Lender Outstandings owed by the Borrower 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 (i) the Borrower or any other Loan Party or (ii) the proceeds of realization from the enforcement of one or more of the Loan Documents against or in respect of one or more Loan Party, in each case, for the purpose of making such Erroneous Payment.
(f) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right 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.
(g) Each party’s obligations, agreements and waivers under this Section 12.25 shall survive the resignation or replacement of the Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Lender Outstandings (or any portion thereof) under any Loan Document.

ARTICLE 13 SUCCESSORS AND ASSIGNS, JUDGMENT CURRENCY AND CONFIDENTIAL INFORMATION

13.1 Successors and Assigns

(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 Borrower 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 (i) 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.
(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 owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

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(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the 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 specified in Section 13.1(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no 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 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 Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(ii) 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.
(iii) 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:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any assignment that requires the 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 Borrower’s consent shall not be required during the primary syndication of the Syndicated Facility; and
(B) 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 such assignment is to a Person that is not a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of [redacted] ; provided that the Agent may, in its sole 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.

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(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries 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).
(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person.
(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be 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 Borrower and the Agent, the applicable pro rata share of Borrowings previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) 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 Law 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.
- Subject to acceptance and recording thereof by the Agent pursuant to Section 13.1(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest 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 14.3 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 affected parties, no assignment by a Defaulting 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 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 Borrower, shall maintain at one of its offices in Calgary, Alberta a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, 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 Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this

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Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Borrowings owing to it); provided that (i) such Lender’s 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 (i) the Borrower, the Agent and Lenders shall continue to deal solely and directly with 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 Borrower agrees that each Participant shall be entitled to the benefits of Sections 11.1, 11.2 and 11.3 (subject to Section 13.1(e)) 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 Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 11.2 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, 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

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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 Borrower 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 Borrower 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 will be informed of the confidential nature of such Information and instructed to keep such Information confidential);
(b) to the extent required or requested by any regulatory authority purporting to have 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);
(c) to the extent required by Applicable Laws or regulations or by any subpoena or legal process;
(d) to any other party hereto;
(e) in connection with the exercise of any remedies hereunder or under any other Loan 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, to (i) any assignee of 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 Borrower and its obligations, this Agreement or payments hereunder;
(g) on a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or the Facilities;
(h) with the consent of the Borrower; or

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(i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

For purposes of this Section, “ Information ” means all information received from the Borrower or any of its Subsidiaries relating to the 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 Borrower or any of its Subsidiaries; provided that, in the case of information received from the Borrower or any of its Subsidiaries after the Effective Date, such information is dearly 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.

ARTICLE 14 MISCELLANEOUS

14.1 Severability

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 Borrower may terminate the unused amount of the Commitment of any Syndicated Lender that is a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 14.2(b)(ii) will apply to all amounts thereafter paid by the Borrower 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 Borrower, the Agent or any Lender may have against such Defaulting Lender.
(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 Law:
(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. A Defaulting Lender shall not be included in determining whether all Lenders have taken or may take any action hereunder (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 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) (in so far as it relates to the Commitment of a Defaulting Lender), 12.19(a)(vi), 12.19(a)(vii) and 12.19(a)(x), shall require the consent of

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such Defaulting Lender. For the avoidance of doubt, the Borrower 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 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 by the Agent from a Defaulting Lender pursuant to Section 10.6 shall be applied at such time or times as may be determined by the Agent as follows:
(A) first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder;
(B) second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Borrowing in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent;
(C) third, if so determined by the Agent and the Borrower, to be held in a 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;
(D) fourth, to the payment of any amounts owing to the Lenders as a result of 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 Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower 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 NonDefaulting 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 and 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 (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. The standby fees payable pursuant to Section 5.11 shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender.
(c) Defaulting Lender Cure. If the Borrower and the Agent agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the

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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 Borrower 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.

(d) Exclusion. 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 Borrower 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.
(e) 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(e) 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 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(e) 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) Borrower Deliverables. All statements, reports (including Engineering Reports and 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 Borrower without cost to the Agent or any Lender.
(b) Reimbursement. The Borrower 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, 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 (i) all out-of-pocket expenses incurred by the Agent or any

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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, 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 Borrower shall indemnify the Agent (and any sub-agent thereof) and each Lender and Swap Lender, and each Related Party 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 Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document 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 (i) 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 Borrower 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 nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower 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, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
(d) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 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.
(e) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, 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 or any agreement or instrument contemplated hereby, the transactions contemplated hereby or 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

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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 shall be payable promptly, and in any event within five Business Days, after demand therefor.
(g) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

14.4 Failure to Act

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.

14.5 Waivers

No breach of any of the provisions of any of the Loan 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 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 Borrower, 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 Borrower 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).
(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply

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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 Borrower 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.

(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.

(i) The Borrower agrees that the Agent may, but shall not be obligated to, make the 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 ”).
(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined 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, noninfringement 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 Borrower 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 Borrower’s, 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 Borrower 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

The parties hereto 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 Canada applicable therein. There shall be no application of any conflict of law or other rules which would 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

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of the Province of Alberta for all matters arising out of or relating to this Agreement or any other Loan Document, 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

This Agreement and all covenants, undertakings, agreements, representations and warranties shall continue and survive until the termination of all Loan Documents such that thereafter there is not nor can there be any Borrowings, Lender Outstandings or Swap Indebtedness arising under any Loan Document. Notwithstanding the foregoing, the indemnities in Sections 9.1(u) and 14.3(c) shall survive any such termination.

14.10 Time of Essence

Time shall be of the essence of this Agreement.

14.11 Anti-Money Laundering Legislation

(a) The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” 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 Borrower, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrower, and the transactions contemplated hereby. The Borrower 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 and any Lender’s “know your customer” policies and other similar identification and verification procedures, 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 Borrower or any other Loan Party or any authorized signatories of the Borrower 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 shall constitute a “written agreement” in such regard between such Lender and the Agent within the meaning of applicable AML Legislation; and
(ii) shall provide to such Lender copies of all information obtained in such regard 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 Borrower or any other Loan Party or any authorized signatories of the Borrower or any other Loan Party, on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Borrower or any other Loan Party or any such authorized signatory in doing so.

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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, 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 merely because such Loan Document does, and this Agreement does not, deal with the particular matter.

14.13 Saskatchewan Legislation

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 Borrower agrees that the provisions of both The Land Contracts (Actions) Act (Saskatchewan) and The Limitation of Civil Rights Act (Saskatchewan) are hereby waived.

14.14 Counterparts; Integration, Effectiveness; Electronic Execution

(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, the Bilateral Financial Services Agreements and Lender Swaps and any separate letter agreements with respect to fees payable to the Agent, 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. Except as provided in Section 8.1, this Agreement shall become effective when it shall 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.
(b) 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 Law.

14.15 Amendment and Restatement

(a) On the Effective Date:
(i) the Existing Credit Agreement shall be and is hereby amended and restated in the form of this Agreement; and
(ii) all Lender Outstandings (as that term is defined in the Existing Credit Agreement) owing by the Borrower under or pursuant to the Existing Credit Agreement prior to the Effective Date (the “ Existing Lender Outstandings ”) shall continue to be outstanding as Lender Outstandings of the Borrower under or pursuant to this Agreement adjusted so that the Existing Lender Outstandings shall be deemed to be Obligations outstanding under either

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(i) the Syndicated Facility, for that portion of the Existing Lender Outstandings equal to the Existing Lender Outstandings under the “Syndicated Facility” (as defined in the Existing Credit Agreement), or (ii) the Operating Facility, for that portion of the Existing Lender Outstandings equal to the Existing Lender Outstandings under the “Operating Facility” (as defined in the Existing Credit Agreement).
(b) Notwithstanding the foregoing or any other term hereof, all of the covenants, representations and warranties on the part of the Borrower under the Existing Credit Agreement remain in full force and effect with respect to any time prior to the date hereof and all of the claims and causes of action arising against the Borrower in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the Effective Date shall continue, survive and shall not be merged in the execution of this Agreement or any other Loan Documents or any advance or provision of any Advance hereunder.
(c) In order to give effect to the changes to the Commitments as contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interest in, or the purchase of participations in, existing Advances) to give effect thereto and to ensure that the Aggregate Principal Amount owing to each Lender under each Facility is outstanding in proportion to each Lender’s Rateable of the Aggregate Principal Amount owing to all Lenders under such Facilities after giving effect thereto.

14.16 Adjustment of Outstanding Direct Loans

Upon the Effective Date, each of the Syndicated Lenders hereby agrees to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Syndicated Lenders (including the assignment of interests in, or the purchase of participations in existing Loans) to give effect to the revised Syndicated Facility Commitments provided for herein and to ensure that each Syndicated Lender is owed its Applicable Percentage of all Lender Outstandings after giving effect to such revised Syndicated Facility Commitments.

14.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

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:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its Lender Parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and

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(iii) 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
(iv) the variation of the terms of such liability in connection with the exercise of the WriteDown and Conversion Powers of any EEA Resolution Authority.

41946005.6

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the date and year first above written.

Address: CARDINAL ENERGY LTD. 600- 400-3[rd] Avenue S.W. Calgary, Alberta By: (" Signed ") T2P 4H2 Name: Title: Attention: [redacted] Facsimile: [redacted]

[Signature Page to Fourth Amended and Restated Credit Agreement]

41946005.6

CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

Infrastructure / Technology, Infrastructure and Innovation 595 Bay Street, CPS-7th Floor Toronto, Ontario M5G 2C2

By: (" Signed ") Name: Title: By: (" Signed ") Name: Title:

Lender Canadian Imperial Bank of Commerce 9th Floor, Bankers Hall East 855 – 2nd Street S.W. Calgary, Alberta T2P 2P2 Attention:[redacted] Facsimile:[redacted] As Syndicated Lender and Operating Lender Attention:[redacted] Fax No.:[redacted] ATB Financial 600, 585 8th Avenue SW Calgary, AB T2P 1G1 As Syndicated Lender Attention:[redacted] Fax No.:[redacted] Royal Bank of Canada Suite 3900, 888 - 3rd Street S.W. Calgary, Alberta T2P 5C5 As Syndicated Lender Attention:[redacted] Fax No:[redacted]	Syndicated Facility Commitment [redacted] [redacted] [redacted]	Operating Facility Commitment [redacted]	Total Commitment
			[redacted] [redacted] [redacted]

41946005.6

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Syndicated Facility Operating Facility Total Commitment Lender Commitment Commitment Canadian Western Bank [redacted] [redacted] Suite 200, 606-4th Street SW Calgary, AB T2P 1T1 As Syndicated Lender Attention: [redacted] Fax No.: [redacted] Business Development Bank of Canada [redacted] [redacted] 150 9th Avenue SW, Suite 1310 Calgary, Alberta, T2P 3H9 Attention: [redacted] Fax No.: [redacted] Total Cdn. $175,000,000 Cdn. $25,000,000 Cdn. $200,000,000

41946005.6

Schedule B to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

FORM OF BORROWING NOTICE

TO: Canadian Imperial Bank of Commerce(“ CIBC ”), as Agent

RE: Fourth Amended and Restated Credit Agreement (the “ Credit Agreement ”) dated as of May 24, 2024 among Cardinal Energy Ltd. (the “ Borrower ”), CIBC and those other financial institutions which are or hereafter become lenders thereunder (the “ Lenders ”), and CIBC, as administrative agent for the Lenders (the “ Agent ”)

DATE:

, 20

The Drawdown Date is , 20

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:

Syndicated Facility: TYPE OF ADVANCE PRINCIPAL AMOUNT AND CURRENCY TERM Prime Loan N/A Daily Compounded CORRA Loan Term CORRA Loan U.S. Base Rate Loan N/A SOFR Loan Operating Facility: TYPE OF ADVANCE PRINCIPAL AMOUNT AND CURRENCY TERM Prime Loan N/A Daily Compounded CORRA Loan Term CORRA Loan

41946005.6

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U.S. Base Rate Loan SOFR Loan Letters of Credit

N/A

As of the date of this Borrowing Notice, no Default or Event of Default has occurred and is continuing and each of the representations and warranties of the Borrower deemed to be made by the Borrower pursuant to Section 2.2 of the Credit Agreement (other than those made as of a specific 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.
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.

CARDINAL ENERGY LTD.

By: Name: Title:

41946005.6

Schedule C to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

ROLLOVER NOTICE, CONVERSION NOTICE OR REPAYMENT NOTICE

TO: Canadian Imperial Bank of Commerce(“ CIBC ”), as Agent and Operating Lender

DATE:

, 20

Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Credit Agreement.

Pursuant to Section 3.9 (Repayment), 3.11 (Conversion) and 3.12 (Rollover) of the Credit Agreement, the undersigned hereby irrevocably notifies the Agent/Operating Lender that it will be:
(a) Rolling Over part or all of the Accommodation described as:

Facility: Operating/Syndicated

Type of Accommodation: *Principal Amount: Date of Maturity:

into the same Accommodation described as:

Date of Maturity:

if only part of maturing Advance is Rolled Over, please indicate.

or;

(b) Converting part or all of the Accommodation described as:

Facility: Operating/Syndicated

Type of Accommodation:

*Principal Amount:

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C-2

Date of Maturity:

into an Accommodation described as:

if only part of maturing Advance is Converted, please indicate.

Type of Accommodation: *Principal Amount: Date of Maturity:

Facility: Operating/Syndicated Type of Accommodation: *Principal Amount: Date of Maturity or Repayment:

*if only part of maturing Advance 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.

This Notice is irrevocable.
No Default or Event of Default has occurred and is continuing.

DATED at Calgary, Alberta effective the date and year first above written.

CARDINAL ENERGY LTD.

By:

Name: Title:

41946005.6

Schedule D to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

COMPLIANCE CERTIFICATE

I, , of Calgary, Alberta, hereby certify as follows:
I am the [insert title of senior officer] of Cardinal Energy Ltd.;
This Certificate applies to the [Fiscal Year/Fiscal Quarter] ending
I am familiar with and have examined the provisions of the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between Cardinal Energy Ltd., as borrower (the “ Borrower ”) and a consortium of lenders with Canadian Imperial Bank of Commerce, as Agent (as the same may be amended, renewed, extended, modified and/or restated from time to time, the “ Credit Agreement ”), and have made such reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrower and its agents as I have deemed necessary for purposes of this Certificate;
Except where the context otherwise requires, all capitalized terms used herein have the same meaning as in the Credit Agreement;
No Default or Event of Default exists;
[If applicable] The Swap Indebtedness of the Loan Parties, in the aggregate, as at the last day of the [Fiscal Quarter/Year] most recently ended is as follows:
(a) Currency Swaps - Cdn. $__, and the notional amount swapped thereunder is Cdn. $____;
(b) Interest Swaps - Cdn. $__, and the notional amount swapped thereunder is Cdn. $____ which represents % of the Total Commitment; and
(c) Commodity Swaps - Cdn. $______;

The Loan Parties’ combined average daily production of Petroleum Substances (net of royalties) for the Borrower’s immediately preceding Fiscal Quarter, as adjusted for acquisitions and divestitures during the Fiscal Quarter, is boe/d (the “ Reference Amount ”).

With respect to the current Fiscal Quarter and the next ensuing 3 Fiscal Quarters (the “ First Year Period ”), the aggregate amount of Petroleum Substances (net of royalties) subject to all Commodity Swaps now in place does not exceed 75% of the Reference Amount in any such quarter;

With respect to the 4 Fiscal Quarters after the First Year Period (the “ Second Year Period ”), the aggregate amount of Petroleum Substances (net of royalties) subject to all

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Commodity Swaps now in place does not exceed 65% of the Reference Amount in any such quarter; and

With respect to the 4 Fiscal Quarters after the Second Year Period, the aggregate amount of Petroleum Substances (net of royalties) subject to all Commodity Swaps now in place does not exceed 55% of the Reference Amount in any such quarter.

The foregoing amounts of Swap Indebtedness were calculated by the Borrower on a Mark-toMarket basis (separately for each Lender and then aggregating amounts so calculated) as at the end of the [Fiscal Quarter/Year] most recently ended, and by converting all amounts in U.S. Dollars at such date based on the Bank of Canada spot exchange rate on such date;
As of the last day of the above referenced [Fiscal Quarter/Fiscal Year] the Debt to EBITDA Ratio was ______, and attached hereto are the detailed particulars of the manner in which the Debt to EBITDA Ratio was calculated; and
The LMR of the Loan Parties is as follows:

Loan Party Material Jurisdiction LMR

DATED this day of  , 20  .

CARDINAL ENERGY LTD.

By: Name: Title:

41946005.6

Schedule E to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

REQUEST FOR EXTENSION

Date:

Canadian Imperial Bank of Commerce, as Agent Canadian Imperial Bank of Commerce, as Infrastructure / Technology, Infrastructure and Operating Lender Innovation Credit Processing Services 595 Bay Street, CPS-7th Floor 595 Bay Street, 5th Floor Toronto, Ontario M5G 2C2 Toronto, ON M5G 2C2 Attention: [redacted] Facsimile: [redacted] Email: [redacted] Attention: [redacted]

Dear Sirs:

Re: CARDINAL ENERGY LTD.

We refer to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between Cardinal Energy Ltd., as borrower, and a consortium of lenders with Canadian Imperial Bank of Commerce, as Agent (as the same may be amended, renewed, extended, modified and/or restated from time to time, the “ Credit Agreement ”). Capitalized terms used herein have the same meaning as in the Credit Agreement.

In accordance with Section 3.3 of the Credit Agreement, we hereby request that the Lenders each provide an offer to extend its Term Out Date for a period of [  ] days, with the Term Out Date being extended from [  ] to [  ], and the Maturity Date being extended to [  ].

We hereby certify that:

except as disclosed to the Agent in writing, the representations and warranties contained in Section 2.1 of the Credit Agreement (subject to Section 2.2 thereof) are and will be true and correct on the date hereof 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
there exists no Default or Event of Default.

Yours very truly,

CARDINAL ENERGY LTD.

By: Name: Title:

41946005.6

Schedule F to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

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.

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 assumes from [the Assignor][the respective Assignors] , subject to and in accordance with the Standard 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 law, 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.

Assignor[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, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3 Select as appropriate.

4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

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F-2

[Assignor [is] [is not] a Defaulting Lender]

Assignee[s]

[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]

Borrower(s):
Agent:
as the administrative agent under the Credit
Agreement
Credit Agreement: The $200,000,000 Fourth Amended and Restated Credit Agreement dated as of May 24, 2024 among Cardinal Energy Ltd., the Lenders parties thereto, Canadian Imperial Bank of Commerce[5] , as Agent, and the other parties thereto
Assigned Interest(s):

Assignor[s]6		Aggregate Amount of Commitment / Loans for all Lenders9	Amount of Commitment / Loans Assigned	Percentage Assigned of Commitment / Loans10
		$	$	$
		$	$	$
		$	$	$
7. [Trade Date:	]11

Effective Date:  , 20  [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

6 List each Assignor, as appropriate.

7 List each Assignee, as appropriate.

8 Fill in the appropriate terminology for the types of fealties under the Credit Agreement that are being assigned under this Assignment (e.g., “Syndicated Facility Commitment”,*Operating Facility Commitment, etc.)

9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

11 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.

41946005.6

F-3

ASSIGNOR[S][12]

[NAME OF ASSIGNOR]

By: Title:

[NAME OF ASSIGNOR]

By: Title:

ASSIGNEE[S][13]

[NAME OF ASSIGNEE]

By: Title:

[NAME OF ASSIGNEE]

By: Title:

12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

13 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

41946005.6

F-4

Consented to and Accepted:

CANADIAN IMPERIAL BANK OF COMMERCE , as Agent

By:

Title:

[Consented to and][14] Accepted:

CARDINAL ENERGY LTD.

By:

Title:

14 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement

41946005.6

F-5

][15]

[

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s] . [The ] [Each] Assignor (a) represents and warrants that (i) it is the legal and 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 Document[16,] (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, 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 Borrower, 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 and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit 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 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 9.1(d) and (e) 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 Lender[17] , 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.

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 and gross-up.

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2. Payments.

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] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Effective Date[18] . 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.

3. 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.”

41946005.6

Schedule G to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

SUBSIDIARY GUARANTEE - CORPORATE FORM

[NOTE: IF LOAN PARTY IS A PARTNERSHIP OR TRUST, OR IF THE GUARANTEE IS PROVIDED BY THE BORROWER, A REVISED FORM OF THIS GUARANTEE WILL BE PROVIDED BY THE AGENT]

This Guarantee is made as of [date of designation of new Loan Party] .

TO: Canadian Imperial Bank of Commerce, in its capacity as Agent (as hereinafter defined)

For valuable consideration, receipt whereof is hereby acknowledged, [name of Loan Party] (the “ Guarantor ”) hereby irrevocably, absolutely and unconditionally:

(a) guarantees to the Agent for and on behalf of itself and the Lenders (as hereinafter defined) the full, prompt and punctual payment and performance of the Obligations (as hereinafter defined) on demand; and
(b) indemnifies and saves harmless the 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.

And the Guarantor agrees with the Agent and the Lenders as follows:

Definitions. In this Guarantee, including any preamble and recitals and the guarantee provision set forth above, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions (including the singular and plural form and derivatives thereof) shall have the following meanings:
(a) “ Agent ” means Canadian Imperial Bank of Commerce, in its capacity as agent for the Lenders, and any successor thereof appointed pursuant to the Credit Agreement;
(b) “ Borrower ” means Cardinal Energy Ltd., its successor and assigns;
(c) “ Credit Agreement ” means the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between the Borrower and the financial institutions which are or may become party thereto from time to time, as lenders, and Canadian Imperial Bank of Commerce, as agent for such lenders, providing for, inter alia, an extendible revolving term credit facility and an operating facility, as such credit agreement may be amended, amended and restated, modified, replaced, restated or supplemented from time to time;

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(d) “ Guarantee ” means this Subsidiary Guarantee, as the same may be amended, amended and restated, modified, supplemented, replaced or restated 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;
(f) “ Loan Documents ” shall have the meaning ascribed thereto from time to time in the Credit Agreement, in each case as the same may be amended, amended and restated, modified, replaced or supplemented 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 Credit Document, 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 readvances, 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 Borrower and each other Loan Party from 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.

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 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.
Evidence of Accounts. Any account settled or stated between the Agent or any Lender, on the one hand, and any Other Loan Party, on the other hand, shall be accepted by the Guarantor as prima fade evidence that the amount thereby appearing due by such Other Loan Party is so due.
Waiver of Defences. The liability of the Guarantor under this Guarantee shall be irrevocable, 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 Law, 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 or decrease in the principal, the rates of interest or other amounts payable in respect thereof,

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(c) whether the Lender Swaps shall be in respect of commodity risk, interest rate risk, currency risk or otherwise and whether on a financial or physical basis, and whether speculative or not;
(d) any defence based upon any incapacity, disability or lack or limitation of status or power of 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;
(g) any change in the shareholdings or membership of the Guarantor through the retirement of one or more partners or the introduction of one or more partners or otherwise;
(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 Law 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 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;
(k) any release, substitution or addition of any co-signer, endorser, other guarantor or any other Person in respect of the Obligations;
(l) any defence arising by reason of any failure of the Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of;
(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;
(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

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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 larger in amount nor in other respects more burdensome than that of the principal obligation 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 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 assets;
(r) any defence based upon any failure of the Agent to give to any Other Loan Party, the 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 Law 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;
(s) any dealing whatsoever with any Other Loan Party, the Guarantor or other Person or any security, whether negligently or not, or any failure to do so;
(t) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof); or
(u) any other law, event or circumstance which might otherwise constitute a defence available 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).

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

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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.

Indemnity. The Guarantor shall be liable for and shall indemnify and save the Agent and the 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 vitas, 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 under this Guarantee, and (z) incurred by the Agent or any Lender in performing or observing any of the other covenants of the Guarantor under this Guarantee.
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.
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.
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

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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.

Other Securities. This Guarantee is in addition to and not in substitution for any other guarantee 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.
Continuing Guarantee. This Guarantee is a continuing guarantee and: (a) shall remain in full force 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.
Enforcement of Guarantee. The obligations of the Guarantor under this Guarantee shall be 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 Law, the Loan Documents or otherwise.
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.
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

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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.

Guarantee of Payment and Performance. This Guarantee is a guarantee of payment and 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.
Costs. The Guarantor shall pay to the Agent all out-of-pocket costs and expenses, including all 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.
Payment. All payments hereunder with respect to any Obligations shall be made to the Agent on behalf of the Lenders at the Agent’s branch in Toronto, Ontario at 595 Bay Street, CPS-5th Floor Toronto, Ontario M5G 2C2 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.
Payment on Stay. If: (a) any Other Loan Party is prevented from making payment of any of the Obligations when it would otherwise be required to do so; or (b) the Agent is prevented from demanding payment of the Obligations because of a stay or other judicial proceeding or any other legal impediment, all Obligations or other amounts otherwise subject to demand, acceleration or payment shall be payable by the Guarantor as provided for hereunder.
Waiver of Notice. The Guarantor waives all notices which may be required by any statute, rule of law, contract or otherwise to preserve any rights to the Agent or any Lender against the Guarantor.
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 deductions (including deductions applicable to additional sums payable under this Section 19) the Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made; and
(b) the Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law.
Covenants. The Guarantor acknowledges receipt of a copy of the Credit Agreement and the other 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

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term, covenant, condition and agreement which the Borrower has 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 Borrower has 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.

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 Borrower 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.

Governing Law. This Guarantee shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein.
Severability. If any provision or paragraph of this Guarantee shall be invalid, illegal or 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.
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:

the Guarantor at:

[  ]

Attention: [  Facsimile: [ 

the Agent at:

Canadian Imperial Bank of Commerce, as Agent Infrastructure / Technology, Infrastructure and Innovation 595 Bay Street, CPS-7th Floor Toronto, Ontario M5G 2C2

Attention: [redacted] Email: [redacted]

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.

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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.
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.

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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 LOAN PARTY]

By: Name: Title: By: Name: Title:

41946005.6

Schedule H to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

FORM OF ENVIRONMENTAL CERTIFICATE

TO: CANADIAN IMPERIAL BANK OF COMMERCE, as Agent
RE: Fourth Amended and Restated Credit Agreement dated May 24, 2024 between Cardinal Energy Ltd., as borrower (the “ Borrower ”), Canadian Imperial Bank of Commerce, as Agent (the “ Agent ”), and the persons party thereto as lenders from time to time (collectively, the “ Lenders ”) (such Credit Agreement, as it may be amended, supplemented, modified or restated from time to time, referred to as the “ Credit Agreement ”).

This Environmental Certificate is given pursuant to Section 9.1(g) of the Credit 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 Borrower and hereby make the following certifications in such capacity for and on behalf of the Borrower and not in my personal capacity and without assuming any personal liability whatsoever:

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 Borrower and the other Loan Parties to confirm that the internal environmental reporting and response procedures of the Borrower and the other Loan Parties 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.
The certifications in paragraphs 3 through 10 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 not reasonably be expected to have (whether on an individual or cumulative basis), a Material Adverse Effect.
The property of the Loan Parties is owned, leased, managed, controlled or operated, in compliance with Environmental Laws.
There are no existing, pending or threatened (by written notice):
(a) claims, complaints, notices or requests for information received from a Governmental 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
(b) stop, cleanup or preventative orders, direction or action requests, notice of which has been received from an 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

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respect to any property owned, leased, managed, controlled or operated by any of the Loan Parties.

Except in compliance with applicable Environmental Laws, no contaminant or other hazardous substance has been received, handled, used, stored, treated or shipped at or from any property owned, leased, managed, controlled or operated by any of the Loan Parties
There has been no discharge or Release of a contaminant or other hazardous substance that has not been managed, controlled or handled in a manner that is consistent with applicable Environmental Laws at, on, from or under any property owned, leased, managed, controlled or operated by any of the Loan Parties.
None of the lands and facilities owned, leased, managed, controlled or operated by any of the Loan Parties have been used as a land fill site or, except in compliance with Environmental Laws, as a waste disposal site.
No condition exists at, on or under any of the premises or facilities 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 under any Environmental Laws.
The Loan Parties are not aware of any matter affecting the environment that has had or would reasonably be expected to have a Material Adverse Effect.
The Loan Parties have obtained all permits, licenses and other authorizations (collectively the “ Permits ”) which are required under Environmental Laws and are in compliance with all terms and conditions of all Permits, and the Borrower hereby certifies that each of the Permits is in full force and effect and unrevoked as of the date of this certificate.

DATED this day of  , 20  .

CARDINAL ENERGY LTD.

By: Name: Title:

41946005.6

Schedule I to the Fourth Amended and Restated Credit Agreement dated May 24, 2024 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

FORM OF OIL AND GAS OWNERSHIP CERTIFICATE

TO: Canadian Imperial Bank of Commerce(“ CIBC ”), as Agent
RE: Fourth Amended and Restated Credit Agreement dated May 24, 2024 between Cardinal Energy Ltd., as borrower (the “ Borrower ”), Canadian Imperial Bank of Commerce, as Agent (the “ Agent ”), and the persons party thereto as lenders from time to time (collectively, the “ Lenders ”) (such Credit Agreement, as it may be amended, supplemented, modified or restated from time to time, referred to as the “ Credit Agreement ”)

This certificate is delivered pursuant to Section 3.5(b) of the Credit Agreement.

The undersigned, [  ], being the [  ] of the Borrower hereby certifies for and on behalf of the Borrower and each other Loan Party (collectively, the “ Borrowing Base Parties ”) and not in any personal capacity and without assuming any personal liability whatsoever, as follows:

I have made or caused to be made due inquiries and review of all documents, correspondence and other material (the “ Title Enquiries ”) relating to the hydrocarbons and lands or interests in lands (the “Lands”) described in [describe Engineering Reports] with respect to the Borrowing Base Parties’ proved plus probable reserves (collectively, the “ Engineering Reports ”).
Attached hereto is a complete listing of all of the P&NG Rights of the Borrower and each other Loan Party constituting interests in land (including legal descriptions, Crown lease numbers, issue dates, zone restrictions, names of freehold lessors, its before and after payout working interests, and all royalties and burdens encumbering such interests).
Based upon the Title Enquiries, I have no knowledge, information or belief that there exists any provision in any agreement, contract or document pertaining to the Lands which prevents the Borrowing Base Parties from providing a Security Interest over such Lands to the Agent, for its own benefit and on behalf of the Lenders and the Swap Lenders, or which would prevent the Agent from enforcing and realizing on such security in the event of a default thereunder other than the requirement to obtain the consent and/or waiver of a ROFR in the event of the sale of the Lands on the realization and enforcement of such security.
Based upon the Title Enquiries, to the best of my knowledge, information and belief, the Borrowing Base Parties are, effective as of the date hereof, possessed of and are beneficial owners of the respective working, royalty and other interests set forth in the Engineering Reports with respect to the Lands, subject to any Permitted Encumbrances and to Minor Title Defects.
To the best of my knowledge, information and belief, based on the due and reasonable enquiries, there is no default (by the Borrowing Base Parties or for which the Borrowing Base Parties are liable, including by any operator of the Lands) of payment of royalties in connection with the Lands which have accrued due by reason of production since any royalty payment dates, as prescribed by statute or agreement, immediately preceding the date of this certificate which would reasonably be

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expected to have a Material Adverse Effect and no Borrowing Base Party nor any Person on behalf of a Borrowing Base Party (including any operator of the Lands) has received notice of default of any obligation imposed on it by any farmout, operating agreement or any other contract or agreement in respect of the Lands which, in any case, could reasonably be expected to have a Material Adverse Effect and, to the best of my knowledge, information and belief, based on the due and reasonable enquiries, there is no default of any such obligation which would reasonably be expected to have a Material Adverse Effect.

To the best of my knowledge, information and belief, based on the due and reasonable enquiries, no Borrowing Base Party nor any Person on behalf of a Borrowing Base Party (including any operator of the Lands) has received notice of any claim adverse to a Borrowing Base Party’s working, royalty and other interests in the Lands which if successfully asserted would reasonably be expected to have a Material Adverse Effect and there are no Security Interests or adverse claims, other than the Permitted Encumbrances, which affect the title of any Borrowing Base Party to their respective interests in the Lands which in any way would reasonably be expected to have a Material Adverse Effect.
To the best of my knowledge, information and belief, based on the due and reasonable enquiries, there are at present no outstanding unfulfilled obligations being enforced under any lease or contract pertaining to the Lands which would reasonably be expected to have a Material Adverse Effect and any Borrowing Base Party’s working, royalty and other interests in the Lands are not subject to any contractual obligations or conditions which are reasonably expected to result in the diminishment or forfeiture of any material working, royalty and other interests, except those, without duplication, which are not prohibited by the Credit Agreement or which are accounted for in the Engineering Reports.
All of the working, royalty and other interests of the Borrowing Base Parties in respect of petroleum and natural gas rights described in the Engineering Reports are accurately reflected in the Engineering Reports in all material respects.
All the historical data provided by each Borrowing Base Party to the independent petroleum engineer providing such Engineering Report for use in connection therewith was prepared from information reasonably believed to be complete and accurate in all material respects.
All data in the possession of or available to each Borrowing Base Party which is material to the preparation of such Engineering Report has been made available to such independent petroleum engineer.
Capitalized words and phrases used herein and not otherwise defined herein have the meanings given to them in the Credit Agreement.

DATED this day of  , 20  .

CARDINAL ENERGY LTD.

By: Name: Title:

41946005.6

Listing of P&NG Rights

[Borrower to attach]

41946005.6

AI assistant

Cardinal Energy Ltd. — Capital/Financing Update 2024

47172_rns_2024-06-04_0392e85e-0980-458a-8642-eb1d63e5220e.pdf

CDN. $175,000,000 EXTENDIBLE REVOLVING TERM CREDIT FACILITY

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CDN. $25,000,000 OPERATING FACILITY

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

CARDINAL ENERGY LTD.

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO

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CANADIAN IMPERIAL BANK OF COMMERCE (as Lead Arranger)

TABLE OF CONTENTS

Schedules

BETWEEN:

AND:

AND:

CANADIAN IMPERIAL BANK OF COMMERCE , in its capacity as

1.1 Definitions

“ Accommodations ” means:

“ Distribution ” by a Person means:

“ Production Payment ” means:

“ Purchase Money Security Interest ” means:

“ Relevant Governmental Body ” means:

“ Subsidiary ” means:

“ Swap Indebtedness ” means:

“ Term SOFR ”

“ Termination Event ” means:

“ Title Defect ” means:

“ Voting Shares ” means:

1.2 Headings and Table of Contents

1.3 References

1.4 Rules of Interpretation

1.5 Generally Accepted Accounting Principles

1.6 Accounting Terms; Changes to Generally Accepted Accounting Principles

1.7 Time

1.8 Payment for Value

1.9 Monetary References

1.10 Swap Lenders and Creditcard Lenders

1.11 Changes to LMR

1.12 Interest Rates; Benchmark Notification

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties

(m) Compliance with Laws and Contracts: each Loan Party is:

(n) Environmental Laws: each Loan Party:

2.2 Deemed Representations and Warranties

ARTICLE 3 THE CREDIT FACILITIES

3.1 Establishment of the Facilities

(b) Maximum Amount. At no time shall:

3.2

Revolving Feature

3.3 Extension of Term Out Date and Revolving Period

3.4 Purpose

3.5

Borrowing Base

(g) Sale of Properties or Title Defects. If:

3.6 Borrowings – Syndicated Facility and Operating Facility

3.7 Selection of Interest Periods for Benchmark Loans

3.8 Letters of Credit

3.9 Notice of Repayment

3.10 Pro-Rata Treatment of Borrowings

3.11 Conversion Option

3.12 Rollovers

3.13 Notices Irrevocable

3.14 Lender Swaps

3.15 Overdrafts

3.16 Creditcard Facilities

3.17 Cash Management Facilities

3.18 Benchmark Replacement Setting

(a) Benchmark Replacement .

ARTICLE 4 REPAYMENT AND PREPAYMENT

4.1 Reduction of Commitment

4.2 Repayment of Borrowings In Excess of Commitments

4.3 Breakage Costs

4.4 Cancellation of Commitment and Prepayment

4.5 Early Repayment of Benchmark Loans and Letters of Credit

4.6 Evidence of Indebtedness

ARTICLE 5 PAYMENT OF INTEREST AND FEES

5.1 Interest on Prime Loans

5.2 Interest on U.S. Base Rate Loans

5.3 Interest on CORRA Loans

Cardinal Energy Ltd. Capital/Financing Update 2024