Enterprise Group, Inc.

LOAN AGREEMENT

DATED AS OF SEPTEMBER 7, 2021

BETWEEN

WAYGAR CAPITAL INC.,

AS AGENT FOR

NINEPOINT CANADIAN SENIOR DEBT MASTER FUND L.P.

AS LENDER

AND

AS BORROWER

AND

THE GUARANTORS PARTY HERETO

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SECTION 1	AMOUNT AND TERMS OF CREDIT ...................................................................................... 1
1.1	Advances ........................................................................................................................... 1
1.2	Term and Prepayment ....................................................................................................... 2
1.3	Use of Proceeds ................................................................................................................. 2
1.4	Single Loan ........................................................................................................................ 2
1.5	Interest ............................................................................................................................... 2
1.6	Cash Management System ................................................................................................ 3
1.7	Fees ................................................................................................................................... 4
1.8	Receipt of Payments .......................................................................................................... 4
1.9	Application and Allocation of Payments ............................................................................. 4
1.10	Accounting ......................................................................................................................... 4
1.11	Indemnity ............................................................................................................................ 4
1.12	Borrowing Base; Reserves ................................................................................................ 5
SECTION 2	CONDITIONS PRECEDENT ................................................................................................... 5
2.1	Conditions to the Initial Advance ........................................................................................ 5
2.2	Further Conditions to Advances ......................................................................................... 6
SECTION 3	REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS ......................... 7
3.1	Corporate Existence; Compliance with Law ...................................................................... 7
3.2	Executive Offices; Corporate or Other Names .................................................................. 7
3.3	Corporate Power; Authorization; Enforceable Obligations ................................................ 7
3.4	Financial Statements and Projections; Books and Records .............................................. 8
3.5	Material Adverse Change .................................................................................................. 8
3.6	Real Estate; Property ......................................................................................................... 8
3.7	Ventures, Subsidiaries and Affiliates; Outstanding Shares and Indebtedness ................. 8
3.8	Government Regulations ................................................................................................... 9
3.9	Taxes; Charges .................................................................................................................. 9
3.10	Payment of Obligations ...................................................................................................... 9
3.11	Pension Plans .................................................................................................................... 9
3.12	Litigation ........................................................................................................................... 10
3.13	Intellectual Property ......................................................................................................... 10
3.14	Full Disclosure/Know Your Customer .............................................................................. 10
3.15	Environmental Matters ..................................................................................................... 10
3.16	Insurance ......................................................................................................................... 11
3.17	Bank Accounts ................................................................................................................. 11
3.18	Accounts and Equipment ................................................................................................. 11
3.19	Conduct of Business ........................................................................................................ 12
3.20	Material Contracts ............................................................................................................ 12
3.21	Further Assurances .......................................................................................................... 12
3.22	Default .............................................................................................................................. 12
3.23	Anti-Corruption; Anti-Money Laundering ......................................................................... 12
SECTION 4	FINANCIAL REPORTS, INFORMATION AND NOTICES .................................................... 13
4.1	Reports and Information .................................................................................................. 13
4.2	Notices ............................................................................................................................. 14
SECTION 5	FINANCIAL AND NEGATIVE COVENANTS ........................................................................ 14
5.1	Financial Covenants......................................................................................................... 14

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(continued)

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5.2	Negative Covenants ......................................................................................................... 14
SECTION 6 LENDER’S RIGHTS .............................................................................................................. 16
6.1	Lender’s Rights ................................................................................................................ 16
6.2	Grant of License to Use Intellectual Property Collateral .................................................. 17
SECTION 7 EVENTS OF DEFAULT, RIGHTS AND REMEDIES ............................................................ 17
7.1	Events of Default .............................................................................................................. 17
7.2	Remedies ......................................................................................................................... 19
7.3	Waivers by Credit Parties ................................................................................................ 20
7.4	Proceeds .......................................................................................................................... 20
SECTION 8 MISCELLANEOUS ................................................................................................................ 21
8.1	Complete Agreement; Modification of Agreement ........................................................... 21
8.2	Expenses ......................................................................................................................... 21
8.3	No Waiver ........................................................................................................................ 21
8.4	Severability; Section Titles ............................................................................................... 22
8.5	Authorized Signature........................................................................................................ 22
8.6	Notices ............................................................................................................................. 22
8.7	Counterparts .................................................................................................................... 22
8.8	Assignments ..................................................................................................................... 23
8.9	Time of the Essence ........................................................................................................ 23
8.10	Governing Law ................................................................................................................. 23
8.11	Submission to Jurisdiction; Waiver of Jury Trial .............................................................. 23
8.12	Press Releases ................................................................................................................ 24
8.13	Confidentiality ................................................................................................................... 24
8.14	Reinstatement .................................................................................................................. 24
8.15	Illegality ............................................................................................................................ 24
8.16	Set Off and Survival ......................................................................................................... 24
8.17	Increased Costs ............................................................................................................... 24
8.18	Conflict ............................................................................................................................. 25
8.19	Interpretation .................................................................................................................... 25
SECTION 9 SPECIAL PROVISIONS ........................................................................................................ 26
9.1	Interest Act (Canada) ....................................................................................................... 26
9.2	Judgment Currency .......................................................................................................... 26
SCHEDULE A DEFINITIONS ...................................................................................................................... 1
SCHEDULE B LENDER’S AND BORROWER’S ADDRESSES FOR NOTICES ...................................... 1
SCHEDULE C CASH MANAGEMENT SYSTEM ....................................................................................... 1
SCHEDULE D FEES ................................................................................................................................... 1
SCHEDULE E SCHEDULE OF DOCUMENTS ........................................................................................... 1
SCHEDULE F MATERIAL CONTRACTS ................................................................................................... 1
EXHIBIT A FORM OF NOTICE OF ADVANCE .......................................................................................... 1

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(continued)

EXHIBIT B OTHER REQUIRED REPORTS AND INFORMATION ............................................................ 1 EXHIBIT C FORM OF BORROWING BASE CERTIFICATE ..................................................................... 1 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE ............................................................................... 2 DISCLOSURE SCHEDULE 3.2 CORPORATE NAMES ............................................................................ 1 DISCLOSURE SCHEDULE 3.6 REAL ESTATE; PROPERTY .................................................................. 1 DISCLOSURE SCHEDULE 3.7 SHARES; AFFILIATES ........................................................................... 1 DISCLOSURE SCHEDULE 3.9 TAXES ...................................................................................................... 1 DISCLOSURE SCHEDULE 3.11 PENSION PLANS .................................................................................. 1 DISCLOSURE SCHEDULE 3.12 LITIGATION ........................................................................................... 1 DISCLOSURE SCHEDULE 3.13 INTELLECTUAL PROPERTY ............................................................... 1 DISCLOSURE SCHEDULE 3.15 ENVIRONMENTAL MATTERS .............................................................. 1 DISCLOSURE SCHEDULE 3.16 INSURANCE .......................................................................................... 1 DISCLOSURE SCHEDULE 5.2(B) INDEBTEDNESS ................................................................................ 1 DISCLOSURE SCHEDULE 5.2(E) LIENS .................................................................................................. 1

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THIS LOAN AGREEMENT is dated as of September 7, 2021 and agreed to by and between Enterprise Group, Inc. (“ Borrower ”), each other Credit Party executing this Agreement, and Waygar Capital Inc., as agent for Ninepoint Canadian Senior Debt Master Fund L.P. (“ Lender ”).

RECITALS :

A. Borrower desires to obtain the Revolving Credit Loan and other financial accommodations from Lender and Lender is willing to provide the Revolving Credit Loan and such other financial accommodations, all in accordance with the terms of this Agreement;
B. Capitalized terms used herein shall have the meanings assigned to them in Schedule A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern; and
C. All schedules, attachments, addenda and exhibits hereto, or expressly identified in this Agreement, are incorporated herein by reference, and taken together with this Agreement constitute a single agreement.

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

SECTION 1 AMOUNT AND TERMS OF CREDIT

1.1 Advances

(a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date: (i) Lender agrees to make available Advances in CAD$ at the rate of interest equal to the Canadian Dollar Interest Rate, in an aggregate outstanding amount not to exceed the Borrowing Availability for the Revolving Credit Loan. Advances under the Revolving Credit Loan shall be capable of being borrowed, repaid and reborrowed, subject to the terms and conditions hereof.
(b) Borrower may request, and Lender shall make available, increases in respect of the Maximum Amount of the Revolving Credit Loan by way of exercise of the Accordion, subject to following terms and conditions:
(i) at the time of the proposed exercise of the Accordion, there exists no Default or Event of Default and there shall exist no Default or Event of Default after giving effect thereto;
(ii) Lender shall have been provided with not less than ten (10) Business Days’ prior written notice of the date such exercise of the Accordion is to take effect;
(iii) the amount of the proposed exercise of the Accordion is not less than CAD$2,500,000;
(iv) the aggregate amount of all prior exercises of the Accordion, together with the proposed exercise of the Accordion, is not greater than CAD$15,000,000; and
(v) Lender shall have received the Accordion Fee applicable to the proposed exercise of the Accordion, and all amounts of Unused Accordion Fees due prior to the exercise thereof.
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(c) Borrower shall request each Advance by written notice to Lender substantially in the form of Exhibit A (each, a “ Notice of Advance ”) given no later than 1:00 p.m. (Calgary time) two (2) Business Days prior to the Business Day of the proposed Advance together with all documentation and information required hereunder in respect of such Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon any Notice of Advance believed by Lender to be genuine, provided that each such Notice of Advance is duly executed by two (2) Authorized Officers. Notices of Advance may be transmitted by email or other electronic method, in accordance with the terms hereof.
(d) In making any Advance hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Lender shall be under no obligation to make any further Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(a) or if an Event of Default shall be continuing.

1.2 Term and Prepayment

(a) Upon the Commitment Termination Date, the obligation of Lender to make Advances and extend other credit hereunder shall immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Advances and all accrued but unpaid interest thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as may be required; and (iii) all other non-contingent Obligations due to Lender.
(b) If the amount of Advances outstanding under the Revolving Credit Loan shall at any time exceed the Borrowing Availability applicable to the Revolving Credit Loan then Borrower shall immediately repay to Lender the amount of such excess.
(c) Borrower shall have the right, at any time upon fifteen (15) days prior written notice to Lender, to: (i) terminate voluntarily Borrower’s right to receive or benefit from, and Lender’s obligation to make, Advances; and (ii) prepay all of the Obligations. Following receipt of such notice by Lender, the effective date of termination of the Revolving Credit Loan specified in such notice shall be deemed to be the Commitment Termination Date. If Borrower exercises its right of termination and prepayment, or if Lender’s obligation to make Advances is terminated for any reason prior to the Maturity Date then in effect (including as a result of the occurrence of a Default or an Event of Default which is continuing), Borrower shall pay to Lender the Prepayment Fee.

1.3 Use of Proceeds

Borrower shall use the proceeds of the Advances: (i) to refinance on the Closing Date certain outstanding Indebtedness as provided in Section 2.1(b); (ii) for working capital; (iii) to fund Permitted Acquisitions, and (iv) for general corporate purposes of the Credit Parties.

1.4 Single Loan

The Advances and all of the other Obligations of Borrower to Lender shall constitute one general obligation of Borrower secured by all of the Collateral.

1.5 Interest

(a) Borrower shall pay interest to Lender on the aggregate outstanding Advances at a rate equal to the Canadian Dollar Interest Rate. All computations of interest shall be made by Lender on the basis of a three hundred and sixty-five (365) or three hundred and sixty-six (366) day year, as applicable, in each case for the actual number of days occurring in the
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period for which such interest or fee is payable and shall be calculated daily and compounded (if unpaid) in arrears on the last day of each calendar month.

(b) Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In no event will Lender charge interest at a rate that exceeds the highest rate of interest permissible under any Applicable Law that a court of competent jurisdiction shall, in a final determination, deem applicable.
(c) Interest shall be payable on the Advances: (i) in arrears for the preceding calendar month on the last Business Day of each such calendar month; (ii) on the Commitment Termination Date; and (iii) if any interest accrues or remains payable after the Commitment Termination Date, upon demand by Lender.
(d) Effective upon the occurrence of any Event of Default and for so long as any Event of Default shall be continuing, the Canadian Dollar Interest Rate applicable to the Advances hereunder may, in the discretion of Lender, be increased by three percent (3%) per annum (such increased rate, the “ Default Rate ”), and all outstanding Obligations, including unpaid interest, shall continue to accrue interest from the date of such Event of Default at the Default Rate applicable to such Obligations.
(e) If any interest or any other payment (including Unused Line Fees and Collateral Monitoring Fees) to Lender under this Agreement becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.
(f) Borrower hereby acknowledges and confirms that it understands the conversion formulas and how to calculate any annual rate of interest contemplated in this Section and any and all fees due and payable under this Agreement. Lender agrees that promptly upon request by Borrower from time to time it will assist Borrower in calculating the effective annual rate of interest required to be disclosed pursuant to section 4 of the Interest Act (Canada).
(g) Notwithstanding any provision of this Agreement and any other Loan Document, in no event shall the aggregate “ interest ” (as defined in Section 347 of the Criminal Code (Canada)) payable under any Loan Document exceed the effective annual rate of interest on the “ credit advanced ” (as defined in that section) under any Loan Document lawfully permitted by that section, nor shall the interest payable under any Loan Document exceed the rate of interest which may be lawfully charged by any other Applicable Laws having application to interest payable under any Loan Document, and, if any payment, collection or demand pursuant to any Loan Document in respect of “ interest ” (as defined in that section) or under any such other Applicable Laws is determined to be contrary to the provisions of that section or such other Applicable Laws, such payment, collection or demand shall be deemed to have been made by mutual mistake of Borrower and Lender and the amount of such payment or collection shall be refunded to Borrower forthwith. For the purpose of this Agreement, and to the extent permitted by Applicable Law, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Revolving Credit Loan and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Lender will be prima facie evidence of such rate.

1.6 Cash Management System

On or prior to the Closing Date and until the Termination Date, Borrower will establish and maintain the cash management system described in Schedule C. All payments hereunder shall be made to or deposited in the Blocked Accounts described in Schedule C in accordance with the terms thereof.

1.7 Fees

Borrower agrees to pay to Lender the Fees set forth in Schedule D on the dates noted therein.

1.8 Receipt of Payments

Borrower shall make each payment under this Agreement (not otherwise made pursuant to Section 1.9) without set-off, counterclaim or deduction and free and clear of all Taxes on the day when due in lawful money of Canada in immediately available funds to the Blocked Accounts. If Borrower shall be required by Applicable Law to deduct or withhold any Taxes from any payment to Lender under any Loan Document, then the amount payable to Lender shall be increased so that, after making all required deductions and withholdings, Lender receives an amount equal to that which it would have received had no such deductions and withholdings been made. For purposes of computing interest, Fees and determining the Net Borrowing Availability, all payments shall be deemed received by Lender one (1) Business Day following receipt of immediately available funds in the Blocked Accounts.

1.9 Application and Allocation of Payments

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

1.10 Accounting

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

1.11 Indemnity

Borrower and each other Credit Party executing this Agreement jointly and severally agree to indemnify and hold Lender and its Affiliates, and their respective employees, officers, directors, professional advisors and agents (each, an “ Indemnified Person ”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including legal fees and disbursements and other costs of investigation or defence, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance or administration of, or in any other way arising out of or relating to, this Agreement and the other Loan Documents or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities,

Taxes and legal costs and expenses arising out of or incurred in connection with any dispute between or among any parties to any of the Loan Documents (collectively, “ Indemnified Liabilities ”), except to the extent that any such Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or wilful misconduct.

1.12 Borrowing Base; Reserves

The Borrowing Base shall be determined by Lender (including the eligibility of Accounts and Equipment) based on the most recent Borrowing Base Certificate delivered to Lender in accordance with Section 4.1(a). Each Advance hereunder shall be subject to Lender’s continuing right to, without duplication, withhold from Borrowing Availability reserves (the “ Additional Borrowing Base Reserves ”), and to increase and decrease such Additional Borrowing Base Reserves from time to time, if and to the extent that in Lender’s good faith credit judgment, acting reasonably, such Additional Borrowing Base Reserves are necessary, including to protect Lender’s interest in the Collateral or to protect Lender against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any Taxes or in respect of any state of facts which could constitute a Default. Lender may, at its option, implement such Additional Borrowing Base Reserves by designating as ineligible a sufficient amount of Accounts or Inventory which would otherwise be Eligible Accounts or Eligible Equipment, as the case may be, so as to reduce the Borrowing Base by the amount of such Additional Borrowing Base Reserves. If any Person becomes a Credit Party after the date hereof, such Person’s Accounts and Equipment shall not be deemed eligible to be Eligible Accounts or Eligible Equipment until such time as Lender has received a satisfactory Field Examination and appraisal of the assets of such Person, in accordance with the terms and conditions hereof.

SECTION 2 CONDITIONS PRECEDENT

2.1 Conditions to the Initial Advance

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

(a) the Loan Documents to be delivered on or before the Closing Date shall have been duly executed and delivered by the appropriate parties, all as set forth in the Schedule of Documents (Schedule E);
(b) all of the obligations of the Credit Parties owing to PNC Bank, Canada Branch under their financing documentation as in effect immediately prior to the Closing Date will be performed and paid in full from the proceeds of the initial Advance and all Liens upon any of the property of Borrower or any other Credit Party in respect thereof shall have been terminated immediately upon such payment;
(c) Lender shall have received and shall be satisfied with such estoppel letters, landlord (in a form and substance acceptable to Lender in its sole discretion), processor and bailee waivers and such other consents (including consents from Governmental Authorities) as Lender may require in its discretion, acting reasonably;
(d) Lender shall have received and shall be satisfied with such subordination and intercreditor agreements as Lender may require in its discretion, acting reasonably;
(e) the insurance policies provided for in Section 3.16 shall be in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favour of Lender as required under such Section;
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(f) Lender shall have received an opinion of counsel to the Credit Parties (including a standard enforceability opinion) with respect to each Loan Document to which such Credit Party is a party, in form and substance satisfactory to Lender;
(g) Lender (and where applicable, Lender’s counsel) shall have completed and be satisfied with the results of all business, environmental and legal due diligence;
(h) Lender shall have received, and be satisfied with, the results of the Credit Parties’ Inventory and Equipment appraisal(s) conducted by an appraisal firm acceptable to Lender, and with regard to the Collateral, the Inventory control systems, the books and records and the reporting capability of the Credit Parties;
(i) Lender shall have been provided with, and be satisfied with, its review of the Credit Parties’ documents regarding its corporate and capital structure, material contracts, debt instruments and governing documents;
(j) Lender shall have reviewed and be satisfied with the Credit Parties’ customers’ contracts, and, if requested by Lender, the purchase orders relating thereto;
(k) Lender shall have completed and be satisfied with the results of the background and reference checks on the Credit Parties’, and senior management of the Credit Parties; and
(l) Lender shall have received, and same shall continue to be valid and current, certified copies of all the constating documents, by-laws and resolutions of the directors (or partners, members or shareholders as required by Lender) authorizing the Loan Documents, and certificates of incumbency, for Borrower and each other Credit Party.

2.2 Further Conditions to Advances

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

(a) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date;
(b) any event or circumstance which has had, or reasonably could be expected to have, a Material Adverse Effect, shall have occurred and be continuing;
(c) any Default shall have occurred and be continuing or would result after giving effect to such Advance; or
(d) after giving effect to such Advance, the balance of the Revolving Credit Loan would exceed the Borrowing Availability applicable to the Revolving Credit Loan.

The request and acceptance by Borrower of the proceeds of any Advance shall be deemed to constitute, as of the date of such request and the date of such acceptance: (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document (except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date) and a reaffirmation by Borrower of the granting and continuance of Liens in favour of Lender pursuant to the Loan Documents.

SECTION 3 REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS

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

3.1 Corporate Existence; Compliance with Law

Each Credit Party:

(a) is, as of the Closing Date, and will continue to be: (i) a corporation or partnership, as applicable, duly organized, validly existing, registered and in good standing under the Applicable Laws of the jurisdiction of its incorporation or formation; (ii) duly qualified to do business and in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and (iii) in compliance with all Requirements of Law, including without limitation, Applicable Laws relating to the prevention of money laundering and terrorist financing and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) has and will continue to have: (i) the requisite power and authority and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore or proposed to be, conducted; and (ii) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over such Credit Party which are necessary or appropriate for the conduct of its business; and
(c) is not an insolvent person as such term is defined in the BIA.

3.2 Executive Offices; Corporate or Other Names

The location of each Credit Party’s chief executive office, corporate offices, warehouses, other locations of Collateral and locations where records with respect to Collateral are kept (including, in each case, the county of such locations) are as set forth in Disclosure Schedule 3.2 and, except as set forth in Disclosure Schedule 3.2, such locations have not changed during the preceding twelve (12) months. As of the Closing Date and during the preceding five (5) years, except as set forth in Disclosure Schedule 3.2, no Credit Party has been known as or conducted business in any other name (including trade or business names).

3.3 Corporate Power; Authorization; Enforceable Obligations

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

such Credit Party, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar Applicable Laws affecting creditors’ rights generally.

3.4 Financial Statements and Projections; Books and Records

(a) The Financial Statements delivered by Borrower to Lender for its most recently ended Fiscal Year and Fiscal Quarter, are true, correct and complete and reflect fairly and accurately the financial condition of Borrower as of the date of each such Financial Statement in accordance with GAAP. The Projections most recently delivered by Borrower to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such Projections were prepared and as of the date delivered to Lender and all such assumptions are disclosed in the Projections; and
(b) each of Borrower and the other Credit Parties shall keep adequate Books and Records with respect to the Collateral and its business activities in which proper entries, reflecting all consolidated and consolidating financial transactions, and payments and credits received on, and all other dealings with, the Collateral, shall be made in accordance with GAAP and all Requirements of Law and on a basis consistent with the Financial Statements.

3.5 Material Adverse Change

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

3.6 Real Estate; Property

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

3.7 Ventures, Subsidiaries and Affiliates; Outstanding Shares and Indebtedness

Except as set forth in Disclosure Schedule 3.7, as of the Closing Date no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Shares of each Credit Party (including all rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell,

repurchase or redeem any of its Shares) as of the Closing Date are registered in the name of each of the Shareholders (and in the amounts) set forth on Disclosure Schedule 3.7. All outstanding Indebtedness of each Credit Party as of the Closing Date is described in Disclosure Schedule 5.2(b). Each Credit Party will, upon forming any Subsidiary, promptly (and in any event within sixty (60) days) thereafter: (a) cause such Subsidiary to become a Credit Party hereunder and deliver all Loan Documents required to be delivered by a Credit Party hereunder; and (b) take all other actions required by Lender to perfect Lender’s first priority Liens upon the Collateral.

3.8 Government Regulations

To the extent any Credit Party is subject to or regulated under any Applicable Law that restricts or limits such Person’s ability to incur Indebtedness, pledge its assets, or to perform its obligations under the Loan Documents, such Applicable Laws have been complied with. The availability of the Revolving Credit Loan, the making of Advances thereunder, the application of the proceeds and repayment thereof, and the consummation of the transactions contemplated by the Loan Documents, do not and will not violate any Requirement of Law.

3.9 Taxes; Charges

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

3.10 Payment of Obligations

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

3.11 Pension Plans

(a) Disclosure Schedule 3.11 lists all Plans applicable to Borrower (other than, for greater certainty, Plans maintained by the Government of Canada or any Government of a Province of Canada to which Borrower is obligated to contribute under any Applicable Law).
(b) No Pension Event has occurred or is reasonably expected to occur. The aggregate amount of all normal contributions (as such term is defined for the purpose of the BIA), if any, accruing due but not paid or remitted, all amounts withheld from employees and not paid or remitted, if any, and other amounts which might give rise to a Lien giving any priority under the BIA, if any, shall never exceed the Minimum Actionable Amount.
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(c) All Plans have been administered in compliance with their terms and Applicable Law, except for any non-compliance which would not reasonably be expected to have a Material Adverse Effect.

3.12 Litigation

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

3.13 Intellectual Property

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

3.14 Full Disclosure/Know Your Customer

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

3.15 Environmental Matters

Except as set forth on Disclosure Schedule 3.15, as of the Closing Date: (a) each real property location owned, leased or occupied by or otherwise in the charge, management or control of each Credit Party (the “ Real Property ”) is maintained free of material contamination that is required by applicable Environmental Laws to be removed, remediated or mitigated; (b) no Credit Party is subject to any Environmental Liabilities or, to any Credit Party’s knowledge, potential Environmental Liabilities, in excess of the Minimum Actionable Amount in the aggregate; (c) no notice has been received by any Credit Party identifying it as a “potentially responsible party” or otherwise identifying it as a potentially liable party or requesting information under the EPA or analogous federal or provincial Applicable Laws, in each case, to the extent applicable, and to the knowledge of any Credit Party, there are no facts, circumstances or conditions that may result in any Credit Party being identified as a “potentially responsible party” under the EPA or analogous federal or provincial Applicable Laws, in each case, to the extent applicable; and (d) each Credit Party has provided to Lender copies of all existing environmental reports, reviews and audits and all written information pertaining to

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actual or potential Environmental Liabilities, in each case relating to each Real Property location. Each Credit Party: (i) shall comply in all material respects with all applicable Environmental Laws and environmental permits; (ii) shall notify Lender in writing within seven (7) Business Days if and when it becomes aware of any Release, on, at, in, under, above, to, from or about any of its Real Property; and (iii) shall promptly forward to Lender a copy of any order, notice, permit, application, or any communication or report received by it or any other Credit Party in connection with any such Release.

3.16 Insurance

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

3.17 Bank Accounts

Borrower and the other Credit Parties shall maintain deposit and/or other accounts, including the Blocked Accounts and Disbursement Accounts, with the Blocked Account Banks and will not have any other bank accounts without the prior consent of Lender.

3.18 Accounts and Equipment

As of the date of each Borrowing Base Certificate delivered to Lender, each Account listed thereon as an Eligible Account shall be an Eligible Account and all Equipment listed thereon as Eligible Equipment shall be Eligible Equipment. Borrower has not made, and will not make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance for prompt or early payment allowed by Borrower in the ordinary course of its business consistent with historical practice and as previously disclosed to Lender in writing. With respect to the Accounts pledged as collateral pursuant to any Loan Document: (a) the amounts shown on all invoices, statements and reports which may be delivered to Lender with respect thereto are actually and absolutely owing to the relevant Credit Party as indicated thereon and are not in any way contingent; (b) no payments have been or shall be made thereon except payments immediately delivered to the applicable accounts described in Schedule C or Lender as required hereunder; and (c) to Borrower’s knowledge, all Account Debtors have the capacity to contract. Borrower shall notify Lender promptly of any event or circumstance which, to Borrower’s knowledge, would cause Lender to consider any then existing Account or Equipment as no longer constituting an Eligible Account or Eligible Equipment, as the case may be.

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3.19 Conduct of Business

Each Credit Party: (a) shall conduct its business substantially as now conducted or as otherwise permitted hereunder; and (b) shall at all times maintain, preserve and protect all of the Collateral and such Credit Party’s other property, used or useful in the conduct of its business and keep the same in good repair, working order and condition and make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices. Borrower shall, at all times, remain listed on the Toronto Stock Exchange, or such other recognized stock exchange or quotation system as the Lender may approve, acting reasonably.

3.20 Material Contracts

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

3.21 Further Assurances

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

3.22 Default

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

3.23 Anti-Corruption; Anti-Money Laundering

(a) No Credit Party, any of its subsidiaries, any director, officer or employee of any Credit Party or any of its subsidiaries, nor any agent or representative of any Credit Party or any of its subsidiaries, is a Sanctioned Person or currently the subject or target of any Sanctions.
(b) The Credit Parties, each of their subsidiaries, and each of the Credit Parties and their subsidiaries’ respective directors, officers, employees, agents and representatives, is in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Credit Parties shall at all times comply with the requirements of all AntiCorruption Laws, Anti-Money Laundering Laws and Sanctions applicable to the Credit Parties and shall cause each of their respective subsidiaries to comply with the requirements of all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions applicable to such Persons.
(c) The Credit Parties and their subsidiaries have instituted and will maintain in effect policies and procedures reasonably designed to ensure compliance by the Credit Parties, their subsidiaries, and their respective directors, officers, employees, agents and representatives with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
(d) The Credit Parties shall provide Lender any information regarding the Credit Parties, and each of their respective owners, Affiliates, and subsidiaries necessary for Lender to comply with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions; subject however, in the case of Affiliates, to the Credit Parties’ ability to provide such information applicable to them.
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SECTION 4 FINANCIAL REPORTS, INFORMATION AND NOTICES

4.1 Reports and Information

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

(a) no less than monthly by not later than the 20[th] day of each month by 5:00 p.m. (Calgary time) on such day, a Borrowing Base Certificate in the form of Exhibit C as at the close of business on the last day of the preceding month, detailing the calculation of the Borrowing Base, certified as true and correct by an Authorized Officer, together with:
(i) an accounts receivable roll forward analysis in the form of Attachment 1 to Exhibit C, and all accounts receivable, accounts payable and inventory ledgers, subledgers, copies of bank account statements and other backup or reporting as Lender may require;
(ii) its aged accounts payable listing by creditor, its aged accounts receivable listing by Account Debtor, its Inventory perpetual or physical listing and if requested by Lender, reconciliations of the aged accounts receivable listing by Account Debtor and the Inventory perpetual or physical listing (as the case may be) to Borrower’s trial balance and from the trial balance to the Financial Statements for such Fiscal Quarter, accompanied by supporting detail and documentation as Lender may request;
(iii) its trial balance for such Fiscal Quarter; and
(iv) a Compliance Certificate, together with a statement in the form of Attachment 1 to Exhibit D, showing the calculations used in determining compliance with the financial covenants hereunder;

provided that, if an Event of Default has occurred and is continuing or Net Borrowing Availability is less than 15% of the Borrowing Base, then weekly, by the Tuesday of each week at 5:00 p.m. (Calgary Time) the Borrower shall provide an updated Borrowing Base Certificate that includes only a roll forward analysis of accounts receivable and collections of accounts receivable, together with such other reports or information as the Lender may reasonably require;

(b) other than for months which are also the end of a Fiscal Quarter, within thirty (30) days of such Month, the management prepared unconsolidated financial statements of the Credit Parties for such month;
(c) within forty-five (45) days following the end of each Fiscal Quarter, its consolidated quarterly Financial Statements for such Fiscal Quarter, which shall provide comparisons to budget and actual results for the corresponding period during the prior Fiscal Year, both on a monthly and year-to-date basis;
(d) within ninety (90) days following the end of each Fiscal Year, the consolidated annual Financial Statements for such Fiscal Year audited without qualification by an independent qualified accounting firm acceptable to Lender, which shall provide comparisons to the prior Fiscal Year, together with any management letter that may be issued;
(e) not less than thirty (30) prior to the end of each Fiscal Year, consolidated Projections, by month for the next Fiscal Year prepared by Borrower in a manner consistent with GAAP and accompanied by senior management’s discussion and analysis of such Projections
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and prepared by Borrower in good faith, with care and diligence, and using assumptions which are reasonable under the circumstances at the time such Projections are delivered to Lender and disclosed therein when delivered; and

(f) all the other reports and information set forth in Exhibit B in the time frames set forth therein, and such other reports as Lender may require from time to time.

4.2 Notices

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

(a) any Lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the estimated (or actual, if available) amount of such loss or decline;
(b) any material change in the composition of the Collateral; and
(c) the occurrence of any Default or other event which has had or could reasonably be expected to have a Material Adverse Effect. Borrower shall, upon request of Lender, furnish to Lender such other reports and information in connection with the affairs, business, financial condition, operations, prospects or management of Borrower or any other Credit Party or the Collateral as Lender may reasonably request, all in reasonable detail.

SECTION 5 FINANCIAL AND NEGATIVE COVENANTS

5.1 Financial Covenants

(a) The Credit Parties shall maintain in each quarter Revenue of not less than eighty percent (80%) of the Lender-approved forecasted/budgeted level, to be tested on a quarterly basis as at the end of each Fiscal Quarter, on a trailing twelve (12) month basis, in each case, as against the forecast or budget provided to Lender in accordance with the terms hereof.
(b) The Credit Parties shall maintain in each quarter EBITDA of not less than eighty percent (80%) of the Lender-approved forecasted/budgeted level, to be tested on a quarterly basis as at the end of each Fiscal Quarter, on a trailing twelve (12) month basis, in each case, as against the forecast or budget provided to Lender in accordance with the terms hereof.
(c) Credit Parties shall maintain a Tangible Net Worth of not less than CAD$10,000,000.00, to be tested on a quarterly basis as at the end of each Fiscal Quarter.

5.2 Negative Covenants

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

(a) except in respect of or pursuant to a Permitted Acquisition, such Credit Party shall not form any Subsidiary or merge with, amalgamate with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or make any investment in or, except as provided in Section 5.2(c) below, make a loan or advance to, any Person;
(b) such Credit Party shall not cancel any debt owing to it or create, incur, assume or permit to exist any Indebtedness, except: (i) the Obligations; (ii) Indebtedness existing as of the Closing Date set forth on Disclosure Schedule 5.2(b); (iii) deferred Taxes; (iv) by
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endorsement of instruments or items of payment for deposit to the general account of such Credit Party; (v) Guaranteed Indebtedness incurred for the benefit of Borrower if the primary obligation is permitted by this Agreement; and (vi) additional Indebtedness (including Purchase Money Indebtedness) incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding CAD$3,000,000.00;

(c) save and except in the normal course of business and other than loans or advances to employees in an aggregate outstanding amount not exceeding the Minimum Actionable Amount, such Credit Party shall not enter into any lending, borrowing or other commercial transaction with any of its Affiliates or any other Credit Party (including upstreaming and downstreaming of cash and intercompany advances and payments by a Credit Party on behalf of another Credit Party which are not otherwise permitted hereunder);
(d) such Credit Party shall not make any changes in any of its business objectives, purposes, or operations which could reasonably be expected to adversely affect repayment of the Obligations or could reasonably be expected to have a Material Adverse Effect, or engage in any business other than that presently engaged in or proposed to be engaged in as set forth in the Projections delivered to Lender as of the Closing Date, except as permitted by Section 5.2(h) below, or amend its charter or by-laws or other organizational documents;
(e) such Credit Party shall not create or permit any Lien on any of its properties or assets, except for Permitted Encumbrances;
(f) such Credit Party shall not sell, transfer, convey, assign or otherwise dispose of any of its assets or properties, including its Accounts or any Shares or engage in any sale-leaseback, synthetic lease or similar transaction (provided, that the foregoing shall not prohibit the sale of Inventory in the ordinary course of its business or obsolete or unnecessary Equipment);
(g) such Credit Party shall not purchase or otherwise acquire some or all of the Shares of any other Person or all or substantially all of the Property or assets of another Person, other than by way of Permitted Acquisitions, in each case, completed in accordance with all the provisions of this Agreement;
(h) such Credit Party shall not change its name, chief executive office, corporate offices, warehouses or other Collateral locations, or location of its records concerning the Collateral, or acquire, lease or use any real estate after the Closing Date without such Credit Party, in each instance, giving thirty (30) days prior written notice thereof to Lender and taking all actions deemed necessary or appropriate by Lender to continuously protect and perfect Lender’s Liens upon the Collateral;
(i) such Credit Party shall not establish or permit to exist any depository or other bank account of any kind with any financial institution (other than the accounts set forth on Attachment 1 to Schedule C) without Lender’s prior written consent;
(j) such Credit Party shall not make or permit any Restricted Payment, other than:
(i) ordinary course payment (consistent with past practice) of management fees, salaries, wages and distributions that are set out in the Lender-approved budget or Projections of such Credit Party; and
(ii) Restricted Payments made by one Credit Party to another Credit Party;

provided that, in all of the foregoing cases, both before and after making any such Restricted Payment, no Event of Default has occurred or would occur; and

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(k) no Credit Party shall request any Advance, and each Credit Party shall not use, and shall ensure that its subsidiaries and Affiliates, and its or their respective directors, officers, employees and agents not use, the proceeds of any Advance, directly or indirectly; (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or (iii) in any other manner that would result in the material violation of any Sanctions applicable to any party hereto.

SECTION 6 LENDER’S RIGHTS

6.1 Lender’s Rights

(a) Upon the occurrence of any Event of Default and for so long as such Event of Default shall be continuing, (A) Borrower (i) shall notify Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral; and (ii) hereby constitutes Lender or Lender’s designee as Borrower’s legal attorney, agent and mandatary with power to endorse Borrower’s name upon any notes, acceptance drafts, money orders or other evidences of payment or Collateral; and (B) Lender may: (i) in Lender’s own name or in the name of Borrower, communicate with Account Debtors, parties to Contracts, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Lender’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper or other Collateral; and (ii) notify Account Debtors, parties to Contracts, and obligors in respect of Chattel Paper, Instruments, or other Collateral that the Collateral has been assigned to or is subject to Liens in favour of Lender and that payments shall be made directly to Lender.
(b) Borrower shall remain liable under each Contract, Instrument and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any Contract, Instrument or License (between Borrower or any other Credit Party and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement or other Loan Documents, and Lender shall not be required or obligated in any manner: (i) to perform or fulfill any of the obligations of Borrower or the other Credit Parties; (ii) to make any payment or inquiry; or (iii) to take any action of any kind to collect, compromise or enforce any performance or the payment of any amounts which may have been assigned to it and/or which is the object of any Liens in favour or to which it may be entitled at any time or times under or pursuant to any Contract, Instrument or License.
(c) Borrower and each other Credit Party shall, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice from Lender, acting reasonably (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Lender shall have access at any and all times): (i) provide access to such property to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate, acting reasonably; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary) from all of Borrower’s and such Credit Party’s Books and Records; and (iii) permit Lender to inspect, review, verify, evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Lender considers advisable (a “ Field Examination ”), and Borrower and such Credit Party agree to render to Lender, at Borrower’s and such Credit Party’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Without limiting the generality of the foregoing, Lender shall be entitled to conduct one (1) Field Examination and two (2)
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Equipment appraisals per year (one of which shall be a desktop Equipment appraisal), provided that there shall be no limit on the number of Field Examinations or Equipment appraisals if an Event of Default is continuing.

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

6.2 Grant of License to Use Intellectual Property Collateral

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

SECTION 7 EVENTS OF DEFAULT, RIGHTS AND REMEDIES

7.1 Events of Default

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

(a) Borrower shall fail to make any payment in respect of any Obligations when due and payable or declared due and payable; or
(b) (i) any default occurs in the observance or performance of any of the covenants or agreements contained in any of Sections 3.16, 3.17, 3.18, 4.1, 4.2, 5.1, or 5.2 of this Agreement, or (ii) any default occurs in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement or any other Loan Document to which any Credit Party and Lender are party, and such default shall continue for five (5) days or more after the occurrence thereof; or
(c) (A) any Material Contract terminates, expires or ceases to be legal, valid, binding and enforceable or (B) if a Credit Party breaches a Material Contract or (C) a default shall occur under any Contractual Obligation of Borrower or any other Credit Party (other than this Agreement and the other Loan Documents), and such event of default under this clause (C) either: (i) involves the failure to make any payment (whether or not such payment is blocked pursuant to the terms of an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any Indebtedness (other than the Obligations) of such Person in an aggregate amount exceeding the Minimum Actionable Amount or which results in the acceleration of any debt exceeding the Minimum Actionable Amount; or (ii) causes (or permits any holder of such Indebtedness or a trustee to cause) such Indebtedness, or a portion thereof, in an aggregate amount exceeding the
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Minimum Actionable Amount to become due prior to its stated maturity or prior to its regularly scheduled date of payment; or

(d) any representation or warranty in this Agreement or any other Loan Document, or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate made or delivered to Lender by Borrower or any other Credit Party shall be untrue or incorrect as of the date when made or deemed made, regardless of whether such breach involves a representation or warranty with respect to a Credit Party that has not signed this Agreement, and the same shall constitute a Material Adverse Effect; or
(e) there shall be commenced against Borrower or any other Credit Party any litigation seeking or effecting any seizure (whether in execution or otherwise), attachment, execution, distraint or similar process against all or any substantial part of its assets which remain unreleased or undismissed for thirty (30) consecutive days, unless within such thirty (30) days, any seizure or taking possession of any property of such Credit Party shall have occurred; or any creditor (other than Lender) takes possession of all or any substantial part of the assets of Borrower or any other Credit Party; or any creditor (other than Lender) enforces or gives notice of its intention to enforce or gives prior notice with respect to the exercise of any of its hypothecary or other rights under any Liens granted to it by or over any assets of Borrower or any other Credit Party; or any custodian, receiver, interim receiver, liquidator, assignee, trustee, monitor, sequestrator or similar official is appointed in respect of Borrower or any other Credit Party or takes possession of all or any substantial part of the assets of Borrower or any other Credit Party or Borrower or any other Credit Party commits an “act of bankruptcy” (as defined under the relevant provisions of the BIA), becomes insolvent or shall have concealed, removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud any of its creditors or make or suffer a transfer of any of its property or the incurring of an obligation which may be fraudulent, reviewable or the object of any proceedings under any applicable bankruptcy or insolvency legislation, creditor protection legislation or other similar Applicable Laws; or
(f) a petition, proposal, notice of intention to file a proposal, case or proceeding shall have been commenced involuntarily against Borrower or any other Credit Party in a court having competent jurisdiction seeking a declaration, judgment, decree, order or other relief: (i) under the BIA, CCAA or any other applicable federal, provincial, state or foreign bankruptcy laws or other Applicable Law providing for suspension of operations or reorganization of debts or relief of debtors, and seeking either (x) the appointment of a custodian, receiver, interim receiver, liquidator, assignee, trustee, monitor or sequestrator (or similar official) for such Person or of any substantial part of its properties, or (y) the reorganization or windingup or liquidation of the affairs of any such Person, and such proposal, case or proceeding shall remain undismissed or unstayed for thirty (30) consecutive days or such court shall enter a declaration, judgment, decree or order granting the relief sought in such case or proceeding; or (ii) invalidating or denying any Person’s right, power, or competence to enter into or perform any of its obligations under any Loan Document or invalidating or denying the validity or enforceability of this Agreement or any other Loan Document or any action taken hereunder or thereunder; or
(g) Borrower or any other Credit Party shall: (i) commence any petition, proposal, notice of intention to file a proposal, case, proceeding or other action under any existing or future Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of operations, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties; (ii) make a general assignment for the benefit of creditors; (iii) consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of the acts set forth in paragraphs (e) or (f) of this Section 7.1 or
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clauses (i) or (ii) of this paragraph (g); or (iv) shall admit in writing its inability to, or shall be generally unable to, pay its debts as such debts become due; or

(h) a final judgment or judgments for the payment of money in excess of the Minimum Actionable Amount in the aggregate shall be rendered against Borrower or any other Credit Party, unless the same shall be: (i) fully covered by insurance and the issuer(s) of the applicable insurance policies shall have acknowledged full coverage in writing within fifteen (15) days of judgment; or (ii) vacated, stayed, bonded, paid or discharged within a period of fifteen (15) days from the date of such judgment, unless within such fifteen (15) days, any seizure or taking possession of the property of such Credit Party shall have occurred; or
(i) any other event shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect; or
(j) any provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any Lien granted, or intended by the Loan Documents to be granted, to Lender shall cease to be a valid and perfected Lien having the first priority (or a lesser priority if expressly permitted in the Loan Documents) in any of the Collateral (or any Credit Party shall so assert any of the foregoing); or
(k) a Change of Control shall have occurred; or
(l) a Pension Event shall have occurred that, in the opinion of Lender, could give rise to a Material Adverse Effect or could result in any Lien against the Credit Parties or any liability on the part of Lender in either case in an aggregate amount exceeding the Minimum Actionable Amount.

7.2 Remedies

(a) If any Event of Default shall have occurred and be continuing, then Lender may terminate or suspend its obligation to make further Advances and to incur additional Obligations. In addition, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) declare all or any portion of the Obligations to be forthwith due and payable, whereupon such Obligations shall become and be due and payable; or (ii) exercise any rights and remedies provided to Lender under the Loan Documents or at law or in equity, including all remedies provided under the PPSA; provided, that upon the occurrence of any Event of Default specified in Sections 7.1(e), 7.1(f) or 7.1(g), the Obligations shall become immediately due and payable (and any obligation of Lender to make further Advances, if not previously terminated, shall immediately be terminated) without declaration, notice or demand by Lender.
(b) Without limiting the generality of the foregoing, Borrower and each other Credit Party executing this Agreement expressly agrees that upon the occurrence of any Event of Default, Lender may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by Applicable Law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right Borrower and each other Credit Party executing this Agreement hereby releases. Such sales may be adjourned, or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Credit Party’s premises or elsewhere and shall have the right to use any Credit Party’s premises without rent or other charge for such
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sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable.

(c) Upon the occurrence and during the continuance of an Event of Default and at Lender’s request by reasonable prior written notice, Borrower and each other Credit Party executing this Agreement further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or receiver manager to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by Applicable Law, Borrower and each other Credit Party executing this Agreement waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or wilful misconduct of such Person. Borrower and each other Credit Party executing this Agreement agrees that ten (10) days prior notice by Lender to such Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Borrower and each other Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled.
(d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any Loan Document or at law or in equity. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of Applicable Law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

7.3 Waivers by Credit Parties

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

7.4 Proceeds

The Proceeds of any sale, disposition or other realization upon any Collateral shall be applied by Lender upon receipt to the Obligations in such order as Lender may deem advisable in its sole discretion and after the indefeasible payment and satisfaction in full in cash of all of the Obligations, and after the payment by

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Lender of any other amount required by any provision of Applicable Law, the surplus, if any, shall be paid to Borrower or its representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

SECTION 8 MISCELLANEOUS

8.1 Complete Agreement; Modification of Agreement

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

8.2 Expenses

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

8.3 No Waiver

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

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8.4 Severability; Section Titles

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

8.5 Authorized Signature

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

8.6 Notices

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

8.7 Counterparts

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

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8.8 Assignments

This Agreement shall be binding upon and inure to the benefit of Lender, the Credit Parties and their respective heirs, executors, administrators, other legal representatives, successors and assigns. Neither this Agreement nor any interest in this Agreement may be assigned by Borrower or any other Credit Party without the prior written consent of Lender. Lender may, upon thirty (30) days prior written notice (provided that after the occurrence of Event of Default which is continuing, no such notice shall be required), assign or transfer or grant participations in its rights or obligations under this Agreement in whole or in part at any time without notice to or consent of the Credit Parties. Lender may disclose to potential or actual transferees or assignees or participants, any information regarding the Credit Parties as Lender considers necessary and the Credit Parties consent to such disclosure.

8.9 Time of the Essence

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

8.10 Governing Law

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

8.11 Submission to Jurisdiction; Waiver of Jury Trial

(a) Borrower and each other Credit Party executing this Agreement hereby consent and agree that the courts located in Calgary, Alberta shall have exclusive jurisdiction to hear and determine any claims or disputes between Borrower and such Credit Party and Lender pertaining to this Agreement or any of the other Loan Documents or to any matter arising out of or related to this Agreement or any of the other Loan Documents; that nothing in this Agreement shall be deemed or operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction to collect the Obligations, to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favour of Lender. Borrower and each other Credit Party executing this Agreement expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower and such Credit Party hereby waive any objection which they may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Borrower and each other Credit Party executing this Agreement hereby waive personal service of the summons, complaint and other process issued in any such action or suit and agree that service of such summons, complaint and other process may be made by registered or certified mail addressed to Borrower or such Credit Party at the address set forth in Schedule B of this Agreement and that service so made shall be deemed completed upon the earlier of Borrower’s or such Credit Party’s actual receipt thereof (or refusal) or three (3) Business Days after deposit in the mail, proper postage prepaid.
(b) The parties hereto waive all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise between Lender, Borrower and any Credit Party arising out of, connected with, related or incidental to the relationship established between them in connection with the loan documents or the transactions related thereto.
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8.12 Press Releases

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

8.13 Confidentiality

The Credit Parties acknowledge and agree that this Agreement and the other Loan Documents contain sensitive information pertaining to Lender’s customary credit, business and underwriting practices and that the Credit Parties shall keep the same confidential from all Persons other than the Credit Parties’ legal, financial and business advisors and other than as required (and solely to the extent required) under Applicable Law, and shall ensure that the same is appropriately redacted prior to any disclosure or publication except to the extent required under Applicable Law.

8.14 Reinstatement

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

8.15 Illegality

In the event that Lender determines that, in consequence of any change in any Requirement of Law or any policy applicable to it that it is illegal, unlawful or legally prohibited for it to make or continue to make available the Revolving Credit Loan or any Advances or any other Obligations hereunder, it shall have the right to immediately terminate the Revolving Credit Loan or other Obligations as it shall determine necessary or appropriate and to terminate any commitment to make or continue to make Advances and/or to terminate its commitments hereunder and any of the Loan Documents as it shall determine necessary or appropriate.

8.16 Set Off and Survival

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

8.17 Increased Costs

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

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(i) Lender shall be subject to any Tax with respect to any Advance or a change shall result in the basis of taxation of any payment to Lender with respect to its obligation to make available or continue to make available the Revolving Credit Loan; or
(ii) any reserve (including any imposed by the board of governors or any other applicable Governmental Authority), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, Lender shall be imposed or deemed applicable, or any other condition affecting Lender’s obligation to make any Advances, shall be imposed on Lender,

and as a result there shall be an increase in the cost to Lender of agreeing to make or making, funding or maintaining the Revolving Credit Loan (except to the extent already included in determination of the rate of interest), or there shall be a reduction in the amount receivable by Lender (“ Additional Compensation ”). Upon Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, Lender shall promptly notify Borrower thereof (“ Additional Compensation Notice ”) and shall provide Borrower with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of Lender setting forth the Additional Compensation and the basis of calculation therefor. Borrower shall pay to Lender within ten (10) Business Days of an Additional Compensation Notice such Additional Compensation. Notwithstanding the foregoing, Lender agrees that it will not claim Additional Compensation from Borrower if it is not generally claiming similar compensation from its other customers in similar circumstances.

If Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender the applicable interest rate will not adequately and fairly reflect the cost to Lender of funding the Revolving Credit Loan, then (A) Lender shall promptly notify Borrower of such event; and (B) Lender’s obligation to make Advances shall be immediately suspended until each condition giving rise to such suspension no longer exists.

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

8.18 Conflict

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

8.19 Interpretation

(a) Any accounting term used in this Agreement or the other Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given to such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied; provided, that all financial covenants and calculations in the Loan Documents shall be made in accordance with GAAP as in effect on the Closing Date unless Borrower and Lender shall otherwise specifically agree in writing. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.
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(b) All other undefined terms contained in this Agreement or the other Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the PPSA. The words “herein,” “hereof” and “hereunder” or other words of similar import refer to this Agreement as a whole, including the exhibits and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement.
(c) For purposes of this Agreement and the other Loan Documents, the following additional rules of construction shall apply, unless specifically indicated to the contrary: (i) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural; (ii) the term “or” is not exclusive; (iii) the term “including” (or any form thereof) shall not be limiting or exclusive; (iv) all references to statutes, acts and related regulations shall include any amendments of same and any successor statutes and regulations; (v) all references to any instruments or agreements, including references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof; (vi) the specification of any Lien as a Permitted Encumbrance shall not constitute any postponement or subordination (or agreement to do so) of Lender’s Liens; and (vii) all references to “ $ ” dollars or amounts of currency shall unless otherwise expressly provided mean lawful currency of Canada.
(d) It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il est la volonté expresse des parties que cette convention et tous les documents s'y rattachant soient redigés et signés en anglais.

SECTION 9 SPECIAL PROVISIONS

9.1 Interest Act (Canada)

For the purposes of this Agreement, whenever interest or a fee to be paid hereunder is to be calculated on the basis of a year of three hundred and sixty five (365) days or three hundred and sixty six (366) days, or any other period of time that is less than a calendar year, the yearly rate of interest or the yearly fee to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either three hundred and sixty (365) or three hundred and sixty six (366) days or such other period of time, as the case may be.

9.2 Judgment Currency

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

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[Signature Page Follows]

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

LENDER:

WAYGAR CAPITAL INC., as agent for NINEPOINT CANADIAN SENIOR DEBT MASTER FUND L.P.

By: (signed) "Wayne R. Ehgoetz" Name: Wayne R. Ehgoetz Title: President & CEO

BORROWER:

ENTERPRISE GROUP, INC.

By: (signed) "Leonard D. Jaroszuk"

Name: Leonard D. Jaroszuk Title: President & CEO

GUARANTORS:

E ONE LIMITED

ARTIC THERM INTERNATIONAL LTD.

By: (signed) "Leonard D. Jaroszuk" Name: Leonard D. Jaroszuk Title: President

1943749 ALBERTA LTD.

1940682 ALBERTA LTD.

By: (signed) "Leonard D. Jaroszuk" Name: Leonard D. Jaroszuk Title: President

HART OILFIELD RENTALS LTD.

WESTAR OILFIELD RENTALS INC.

By: (signed) "Leonard D. Jaroszuk" Name: Leonard D. Jaroszuk Title: President

[Signature Page to Loan Agreement]

Schedule A - 1

SCHEDULE A DEFINITIONS

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

“ Accordion ” means an increase in the Maximum Amount of the Revolving Credit Loan by up to the aggregate amount of CAD$15,000,000 (which, for certainty, would make the Maximum Amount an aggregate maximum of CAD$30,000,000).

“ Accordion Fee ” shall have the meaning assigned to it in Schedule D.

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

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

“ Acquisition ” shall mean, with respect to any Person, any purchase or other acquisition, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an Equity Interest in, such other Person) such that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates, (b) all or substantially all of the Property of any other Person, or (c) all or any material portion of all of any division, business, or operation or undertaking of any other Person as a going concern.

“ Activation Notice ” shall have the meaning assigned it in Schedule C.

“ Additional Borrowing Base Reserves ” shall have the meaning assigned it in Section 1.12.

“ Advances ” shall mean advances of the Revolving Credit Loan made pursuant to the terms hereof.

“ Affiliate ” shall mean, with respect to a Person: (a) each other Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, fifty percent (50%) or more of the Shares having ordinary voting power for the election of directors (or persons having a similar function) of such Person; (b) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; or (c) each of such Person’s officers, directors (or person having a similar function), joint venturers and partners. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

Schedule A - 2

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

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to a Credit Party or any of their subsidiaries from time to time concerning or relating to bribery or corruption.

“ Anti-Money Laundering Laws ” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party or its subsidiaries related to terrorism financing or money laundering.

“ Applicable Laws ” means, with respect to any Person, property, transaction or event, all present or future statutes, regulations, rules, orders, codes, treaties, conventions, judgments, awards, determinations and decrees of any governmental, regulatory, provincial, state, municipal, fiscal or monetary body or court of competent jurisdiction, in each case, having the force of law in any applicable jurisdiction.

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

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

“ Availability Block ” shall mean a permanent block included in the Borrowing Base in an amount equal to CAD$1,500,000, subject to periodic review by Lender.

“ BIA ” shall mean the Bankruptcy and Insolvency Act (Canada), and any successor act or statute, as in

effect from time to time or at any time.

“ Blocked Accounts ” shall mean each of the bank accounts of Borrower and each other Credit Party that will be established and maintained, at its sole expense, with the Blocked Account Banks into which Borrower and each other Credit Party will promptly deposit, or direct, all proceeds or funds arising from its operations.

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

“ Blocked Account Banks ” shall mean, collectively, Bank of Montreal and any other financial institution to which Lender has consented in writing, and “ Blocked Account Bank ” means any one of them.

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

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

“ Borrowing Availability ” shall mean, at any time, the lesser of: (a) the Maximum Amount; and (b) the Borrowing Base, in each case less Additional Borrowing Base Reserves (without duplication of reserves contained in the Borrowing Base).

Schedule A - 3

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

(a) eighty-five percent (85%) of Eligible Accounts (other than Eligible Investment Grade or Insured Accounts) and ninety percent (90%) of Eligible Investment Grade or Insured Accounts, plus
(b) the lesser of: (1) eighty-five percent (85%) of the Net Orderly Liquidation Value of Eligible Equipment; and (2) the current Eligible Equipment Depreciated Value; less
(c) the Availability Block; and less
(d) Additional Borrowing Base Reserves, established by Lender from time to time in its good faith discretion, for any amounts accrued or payable by the Credit Parties which under any Applicable Law, statute or regulation of any jurisdiction which may rank prior to or pari passu with any of Liens granted under the Loan Documents or otherwise in priority to any claim by Lender for payment or repayment of any amounts owing under this Agreement or the other Loan Documents, including, without limitation, (i) wages, salaries, commissions or other remuneration; (ii) vacation pay; (iii) Plan contributions; (iv) amounts required to be withheld from payments to employees or other Persons for federal and provincial income taxes, employee Canadian Pension Plan contributions and employee employment insurance premiums, additional amounts payable on account of employer Canada Pension Plan contributions and employer employment insurance premiums; (v) federal goods and services tax; (vi) provincial sales or other consumption taxes; (vii) Workers’ Compensation Board and Workplace Safety and Insurance Board premiums or similar premiums; (viii) real property taxes (except to the extent that any such taxes have been waived pursuant to settlement arrangements); (ix) rent, payments to warehouseman or baillers and other amounts due and payable in respect of the use of real property; (x) amounts payable for repair, storage, transportation or construction or other services which may give rise to a possessory or registerable Lien; (xi) claims which suppliers could assert pursuant to Section 81.1 or Section 81.2 of the BIA; (xii) WEPPA Claims; and (xii) a dilution reserve if the dilution rate in respect of Accounts is greater than 5%, with such dilution reserve being in an amount equal to the amount of dilution exceeding 5% until such time as that dilution is reduced, as determined by a Field Examination conducted by a third party acceptable to Lender, acting reasonably.

“ Borrowing Base Certificate ” shall mean a certificate in the form of Exhibit C.

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in Calgary, Alberta or Toronto, Ontario.

“ Canadian Dollar Interest Rate ” shall mean ten percent (10%) per annum.

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

“ Capital Expenditures ” shall mean all payments or accruals (including Capital Lease Obligations) for any fixed assets or improvements or for replacements, substitutions or additions thereto, that have a useful life of more than one (1) year and that are required to be capitalized under GAAP.

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

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

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

“ Change of Control ” shall mean: (a) any change to the legal or organizational structure of any Credit Party (other than Borrower) or any change in the composition of such Credit Party’s (other than Borrower’s) Shareholders as of the Closing Date which would result in Borrower owing (directly or indirectly) less than one hundred percent (100%) of any class of Shares of such Credit Party; (b) any Person (or group of Persons acting in concert) shall otherwise acquire, directly or indirectly (including through Affiliates), the power to elect a majority of the board of directors of such Credit Party (other than Borrower) or otherwise direct the management or affairs of such Credit Party (other than Borrower) by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise; or (c) any change to the Shareholders of Borrower whereby Leonard Jaroszuk and his Affiliates cease to beneficially own at least 10% of the issued and outstanding Shares of Borrower.

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

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

“ Closing Date ” shall mean the Business Day on which the conditions precedent set forth in Section 2 have been satisfied or waived in writing by Lender and the initial Advance has been made.

“ Collateral ” means all of the personal property and assets, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest: all Accounts; all bank and deposit accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Shares and Investment Property; all Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all Intangibles; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste.

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

“ Commitment Termination Date ” shall mean the earlier of: (a) the Maturity Date; and (b) the date Lender’s obligation to advance funds, or otherwise extend or continue any credit hereunder, is otherwise terminated pursuant to the terms hereof.

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

“ Contracts ” shall mean all the contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Person may now or hereafter have any

Schedule A - 5

right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Account.

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

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

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

“ Credit Party ” shall mean Borrower and each Guarantor.

“ Current Depreciation ” shall mean the amount obtained by taking the Current Eligible Equipment NOLV, dividing the same by 60 and then multiplying the same by the number of whole months since the date of the appraisal on which the Current Eligible Equipment NOLV is based.

“ Current Eligible Equipment NOLV ” shall mean as at the date of determination, the Net Orderly Liquidation Value of the Eligible Equipment as determined by the latest appraisal delivered to Lender in accordance with the terms and conditions hereof.

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

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

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

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

“ EBITDA ” shall mean, for any period, (a) the Net Income (Loss) for such period (other than any Net Income (Loss) attributed to discontinued operations), plus interest expense, unrealized foreign exchange losses, income tax expense, amortization expense, depreciation expense, the loss (gain) on disposal of any property, plant and Equipment, fair value adjustments, impairment losses and share-based payments, and extraordinary non-cash and non-recurring items which have been agreed to by Lender in writing, minus (b) unrealized foreign exchange gains, for such period, determined in accordance with GAAP and to the extent included in the determination of such Net Income (Loss).

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

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

Schedule A - 6

(b) upon which: (i) such Credit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever; or (ii) such Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor under such Account through judicial process;
(c) to the extent of any concessions, offsets, deductions, contras, returns, chargebacks or understandings with such Account Debtor that in any way could reasonably be expected to adversely affect the payment of, or the amount of, such Account;
(d) with respect to which an invoice, acceptable to Lender in form and substance, has not been sent to such Account Debtor;
(e) that is not owned by such Credit Party or is subject to any right, claim, or interest of another Person, other than Permitted Encumbrances which are in favour of Lender or have been subordinated on terms satisfactory to Lender to Liens in favour of Lender or which otherwise rank in priority behind the Liens in favour of Lender;
(f) that arises from a sale to or performance of services for an employee, Affiliate, Subsidiary or Shareholder of Borrower or any other Credit Party, or an entity which has common officers or directors with Borrower or any other Credit Party;
(g) that is the obligation of an Account Debtor that is the federal, state or provincial government or a political subdivision thereof, unless Lender has agreed to the contrary in writing;
(h) that is the obligation of an Account Debtor located other than in Canada unless such Account is supported by a letter of credit in which Lender has a first priority perfected security interest and Lien by possession or credit insurance acceptable to Lender (and naming Lender as loss payee);
(i) that is the obligation of an Account Debtor to such Credit Party that is or may become liable for goods sold or services rendered by such Account Debtor to such Credit Party, to the extent of such Credit Party’s liability to such Account Debtor;
(j) that arises with respect to goods which are delivered on a cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by such Account Debtor may be conditional;
(k) that is an obligation for which the total unpaid Accounts of such Account Debtor exceed 25% (or, in the case of an Account Debtor which is an Investment Grade Debtor, 40%) of the aggregate of all gross Accounts as related to accounts receivable (excluding any intercompany accounts receivable), to the extent of such excess;
(l) that is not paid within sixty (60) days from its due date or ninety (90) days from its invoice date or that are Accounts of an Account Debtor if 50% or more of the Accounts owing from such Account Debtor remain unpaid within such time periods;
(m)
that has a due date of more than sixty (60) days from its invoice date;
(n) that is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors;
(o) that arises from any bill-and-hold or other sale of goods which remain in the Credit Parties’ possession or under the Credit Parties’ control;

Schedule A - 7

(p) as to which Lender’s interest therein is not a first priority perfected security interest and Lien;
(q) as to which any of Credit Parties’ representations or warranties pertaining to Accounts are untrue;
(r) that represents interest payments, late or finance charges, or service charges owing to Credit Parties’;
(s) with respect to which the Account Debtor is located in any province of Canada which requires the filing of a registration or licensing to carry on business or similar report, registration or licensing in order to permit the Credit Parties to seek judicial enforcement in such province of Canada of payment of such Account, unless the Credit Parties have qualified to do business in such province for the then current year; or
(t) that is not otherwise acceptable in the good faith discretion of Lender, acting reasonably, provided that Lender shall have the right to create and adjust eligibility standards and related reserves from time to time in its good faith discretion, acting reasonably.

“ Eligible Equipment ” shall mean as at the date of determination, all Equipment of Credit Parties which meets the following criteria:

(a) the applicable Credit Party has title to such Equipment;
(b) the applicable Credit Party has the right to subject such Equipment to a Lien in favour of Lender; such Equipment is subject to a first priority perfected Lien in favour of Lender and is free and clear of all other Liens of any nature whatsoever, except for Permitted Encumbrances which do not have priority over the Lien in favour of Lender;
(c) the full purchase price for such equipment has been paid by the applicable Credit Party;
(d) such Equipment is located on premises (i) owned by the applicable Credit Party which is subject to a first priority perfected Lien in favour of Lender, (ii) leased by the applicable Credit Party where (x) the lessor has delivered to Lender a landlord waiver acceptable to Lender, or (y) a rent reserve with respect to such leased premises has been established by Lender; or (iii) such premises where Lender is performing or providing services with such Equipment for its customers;
(e) such Equipment is in good working order and condition (ordinary wear and tear excepted) and is used or held for use by the applicable Credit Party in the ordinary course of business of the applicable Credit Party;
(f) such Equipment is not subject to any agreement (other than the Loan Documents) which restricts the ability of the applicable Credit Party to use, sell, transport or dispose of such Equipment or which restricts Lender’s ability to take possession of, sell or otherwise dispose of such equipment;
(g) an appraisal report in respect of such Equipment has been delivered to Lender in form, scope and substance satisfactory to Lender, acting reasonably;
(h) such Equipment does not constitute a “fixture” under the Applicable Laws of the jurisdiction in which such Equipment is located; and
(i) if such Equipment is located outside of Canada, Lender shall have consented in its sole discretion to the inclusion of such equipment in the Borrowing Base.

Schedule A - 8

“ Eligible Equipment Depreciated Value ” shall mean, as at the date of determination, the Current Eligible Equipment NOLV; less (a) the Current Depreciation; and (b) the full value of any Eligible Equipment included in the Current Eligible Equipment Value which is no longer owned by the Credit Parties (whether as a result of a sale, destruction or otherwise).

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

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

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

“ EPA ” shall mean the Environmental Protection and Enhancement Act (Alberta) and the similar Applicable Laws of Canada and any other province where any Collateral may be located, and any successor law or statute, as in effect from time to time or at any time.

“ EPPA ” shall mean the Employment Pensions Plan Act (Alberta) and the similar Applicable Laws of any other province or territory of Canada, as in effect from time to time or at any time.

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

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

“ Excess Availability ” shall mean, as of any date, the difference between: (a) the Borrowing Base as of such date; less (b) the aggregate outstanding balance of the Obligations as of such date. Excess Availability shall always be determined on the basis that all debts and obligations shall be current, and all accounts payable shall be handled in the normal course of Borrower’s business consistent with its past practices.

“ Facility Fee ” shall have the meaning assigned to it in Schedule D.

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

“ Field Examination ” shall have the meaning assigned to it in Section 6.1(c).

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

Schedule A - 9

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

“ Fiscal Quarter ” shall mean a quarterly accounting period of Borrower or of a Credit Party, as applicable.

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

“ GAAP ” shall mean in relation to any Person at any time, (a) the Accounting Standards for Private Enterprises or (b) International Financial Reporting Standards for Public Companies, as applicable, in each case, as approved by the Accounting Standards Board of Canada or its successor, applied on a basis consistent with the most recent financial statements of such Person (except for changes approved by the auditors of such Person).

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

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

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

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

“ Guaranteed Indebtedness ” shall mean, as to any Person, any obligation of such Person guaranteeing any indebtedness, lease, dividend, or other obligation (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, including any obligation or arrangement of such guaranteeing Person (whether or not contingent): (a) to purchase or repurchase any such primary obligation; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (d) to indemnify the owner of such primary obligation against loss in respect thereof.

“ Guarantor ” shall mean each Person which executes a Guarantee in favour of Lender in connection with the transactions contemplated by this Agreement. As of the Closing Date, the Guarantors are E One Limited, Artic Therm International Ltd., 1943749 Alberta Ltd., 1940682 Alberta Ltd., Hart Oilfield Rentals Ltd. and Westar Oilfield Rentals Inc.

“ Hazardous Material ” shall mean any substance, material or waste which is regulated by or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance which is: (a) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,”

Schedule A - 10

“special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws; (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB’s); or (c) any radioactive substance.

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

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

“ Indemnified Liabilities ” and “ Indemnified Person ” shall have the meaning assigned to such terms in Section 1.11.

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

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

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

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

Schedule A - 11

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

(a) S&P: > BBB (b) Moody’s: > Baa2 (c) DBRS: ≥ BBB

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

“ Lender ” shall mean Waygar Capital Inc., as agent for Ninepoint Canadian Senior Debt Master Fund L.P. and, if at any time Lender shall decide to assign or syndicate all or any of the Obligations, such term shall include such assignee or such other members of the syndicate.

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

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

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

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

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

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

“ Maximum Amount ” shall mean, subject to the exercise of the Accordion in accordance with the terms and conditions hereof, CAD$15,000,000, provided that, upon the exercise of the Accordion in accordance with

Schedule A - 12

the terms and conditions hereof, the Maximum Amount shall be increased by the amount of the Accordion so exercised.

“ Maturity Date ” shall mean September 7, 2024, unless such date is extended to a later date in the sole, unfettered discretion of Lender following a written request by Borrower delivered on or after June 7, 2023 and prior to or on August 7, 2023, which extension shall be for a further twelve (12) months, on terms and conditions to be mutually agreed to in writing by Borrower and Lender and subject to an extension fee.

“ Minimum Actionable Amount ” shall mean CAD$500,000.

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

“ Net Borrowing Availability ” shall mean at any time the aggregate Borrowing Availability under the Revolving Credit Loan the less the aggregate amount of outstanding Advances under the Revolving Credit Loan and, without duplication, any other Obligations owing hereunder.

“ Net Income (Loss) ” mean, in respect of a Person, for any period, the aggregate net income (or loss) after taxes of such Person for such period, determined in accordance with GAAP.

“ Net Orderly Liquidation Value ” shall mean the net proceeds that could be expected from an orderly liquidation sale of the Equipment, professionally managed, and expressed as a percentage of the cost of such Equipment, from a Lender-appointed appraiser performed in accordance with the guidelines established by the Uniform Standards of Professional Appraisal Practices.

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

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

“ OFAC ” shall mean the United States Department of Treasury Office of Foreign Assets Control.

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

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

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

Schedule A - 13

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

“ Permitted Acquisitions ” shall mean any Acquisition made by a Credit Party which:

(a) has been approved by Lender in writing in advance; or
(b) meets the following criteria:
(i) the aggregate cash consideration for the proposed Acquisition shall not exceed CAD$5,000,000 (including future payments due, any vendor take back amounts and all earn out obligations);
(ii) at the time of the proposed Acquisition there exists no Default or Event of Default and there shall exist no Default or Event of Default after giving effect to the completion of the proposed Acquisition;
(iii) both before and after giving effect to the proposed Acquisition and the payment of the purchase price therefore, Excess Availability shall be not less than CAD$2,000,000;
(iv) after giving effect to the proposed Acquisition, the Credit Parties shall, on a pro forma basis, be in compliance with each of the financial covenants provided for in this Agreement and shall provide a Compliance Certificate evidencing such compliance;
(v) the business subject to the proposed Acquisition shall have positive EBITDA (based on adjustments satisfactory to Lender) for the previous trailing twelve (12) month period;
(vi) the proposed Acquisition shall not constitute a hostile take-over bid;
(vii)
if the proposed Acquisition is of Shares of a Person or Persons:
(A) Borrower shall, directly or indirectly, acquire 100% of the Shares of such Person or Persons; and
(B) each of the target Persons in such proposed Acquisition shall have executed and delivered, within sixty (60) days following the closing of such Acquisition, a joinder to this Agreement, an unlimited and unconditional Guarantee of the Obligations, such other Loan Documents as provided by other Guarantors (all providing a first ranking Lien charging all present and after acquired assets of such Person(s)), a satisfactory opinion of counsel to such Person(s) as to the enforceability of such Guarantee and other Loan Documents, and the other documents, instruments, agreements, registrations and filling contemplated in and the other documents and instruments listed in Schedule E hereto, all in form and substance satisfactory to Lender in its reasonable discretion,

Schedule A - 14

(viii) Lender shall receive copies of the acquisition agreement and such other related material agreements reasonably requested by Lender; and
(ix) if the proposed Acquisition is of assets, properties or undertakings of a Person or Persons, such proposed Acquisition is completed free and clear of any Liens, other than Permitted Encumbrances, and Lender shall have received copies of such payout letters, estoppel letters, subordination agreements or other similar documentation as may be required to evidence the same.

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

(a) any Lien created by, or arising under a statute or regulation or common law (in contrast with Liens voluntarily granted) in connection with, without limiting the foregoing, workers’ compensation, employment insurance, employers’ health tax or other social security or statutory obligations that secure amounts that are not yet due or which are being contested in good faith by proper proceedings diligently pursued and as to which adequate reserves have been established on the applicable Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;
(b) Liens made or incurred in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the borrowing of money), leases, statutory obligations or surety and performance bonds;
(c) any construction, workers’, materialmen’s or other like Lien created by Applicable Law (in contrast with Liens voluntarily granted), arising in connection with construction or maintenance in the ordinary course of business, in respect of obligations which are not due or which are being contested in good faith by proper proceedings diligently pursued and as to which adequate reserves have been established on any Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;
(d) any Lien for Taxes not due or being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves have been established on the applicable Credit Parties’ books and records and a stay of enforcement of the Lien is in effect;
(e) minor imperfections in title on real property that do not materially detract from the value of the real property subject thereto and do not materially impair any Credit Parties’ ability to carry on its business or Lender’s rights and remedies under the Loan Documents;
(f) restrictions, easements, rights-of-way, servitudes or other similar rights in land (including rights-of-way, and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other Persons which in the aggregate do not materially impair the usefulness, in the operation of the business of any Credit Party, of the real property subject to the restrictions, easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons and, in each case, which do not impair the use and operation of the business by the Credit Party or Lender’s rights and remedies under the Loan Documents;
(g) the rights reserved to or vested in any Person by the terms of any lease, licence, franchise, grant or permit held by any Credit Party or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

Schedule A - 15

(h) the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown;
(i) restrictive covenants affecting the use to which real property may be put, provided that the covenants are complied with and do not materially detract from the value of the real property concerned or materially impair its use in the operations of any Credit Party or impair Lender’s rights and remedies under the Loan Documents;
(j) Liens in favour of Lender created by the Loan Documents;
(k) Liens disclosed in Disclosure Schedule 5.2(e) but only to the extent such Liens conform to their description in Disclosure Schedule 5.2(e), and includes any extension or renewal thereof provided the amount secured thereby does not exceed the original amount secured immediately prior to the extension, renewal or refinancing and the scope of security creating the Lien is not extended;
(l) Purchase Money Liens securing Purchase Money Indebtedness to the extent permitted under Section 5.2(b);
(m) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Person, provided that such Liens do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person or impair Lender’s rights and remedies under the Loan Documents;
(n) servicing agreements, development agreements, site plan agreements, and other agreements with governmental entities pertaining to the use or development of any of the assets of the Person, provided same are complied with and do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person including, without limitation, any obligations to deliver letters of credit and other security as required or impair Lender’s rights and remedies under the Loan Documents; and
(o) applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with and do not reduce the value of the assets of the Person or materially interfere with their use in the operation of the business of the Person or impair Lender’s rights and remedies under the Loan Documents.

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

“ Plan ” shall mean any employee pension benefit plan which any Credit Party sponsors or maintains or to which it makes or is making or is required to make contributions, and includes any pension or benefit plan regulated by any Governmental Authority or otherwise subject to the EPPA.

“ Post-Closing Undertaking ” means a post-closing undertaking executed and delivered by the Credit Parties in favour of Lender in connection herewith, providing for certain of the Loan Documents or related items required hereunder to be delivered after the date hereof.

Schedule A - 16

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

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

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

“ Projections ” shall mean the projected consolidated and, when requested, consolidating, income statement, balance sheet and statement of cash flows of Credit Parties for any future period, including forecasted Capital Expenditures.

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

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

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

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

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

“ Restricted Payment ” shall mean: (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets on or in respect of Borrower’s or any other Credit Party’s Shares; (b) any payment or distribution made in respect of any

Schedule A - 17

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

“ Revenue ” shall mean, for any period, the total amount of income generated by the sale of goods and/or services by the Credit Parties, on a consolidated basis, in their ordinary course operation of business.

“ Revolving Credit Loan ” shall mean at any time the sum of: (a) the aggregate amount of all of the Advances then outstanding; and (b) the amount of accrued but unpaid interest thereon.

“ Sanctioned Person ” means, at any time; (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including the OFAC SDN List), the United States Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority; (b) any Person located, organized or resident in a jurisdiction subject to any Sanctions; or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) or (b) above.

“ Sanctions ” means all economic or financial sanctions, sectoral sanctions, secondary sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States Government (including those administered by OFAC or the United States Department of State) or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority with jurisdiction over any Credit Party or any of their respective subsidiaries or Affiliates.

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

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

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

Schedule A - 18

“ Tangible Net Worth” shall mean the aggregate amount of all contributed capital, retained earnings, contributed surplus and shareholder and other loans as agreed to by Lender and formally and unconditionally postponed and subordinated to the liabilities and obligations owing to Lender, on terms and conditions satisfactory to Lender, less any and all Intangibles, goodwill arising on consolidation, prepaid expenses, deferred charges (including deferred Taxes), net leasehold improvements, and investments in or advances to any shareholders or any subsidiary or Affiliate of Borrower or any of its officers, directors, employees or shareholders, determined in accordance with GAAP.

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

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

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

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

“ Unused Accordion Fee ” shall have the meaning assigned to it in Schedule D.

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

“ WEPPA Claims ” means any claims made against the Credit Parties pursuant to the Wage Earner Protection Program Act , S.C. 2005, c. 47, s.1, as the same may be amended, restated or replaced from time to time.

Schedule B - 1

SCHEDULE B LENDER’S AND BORROWER’S ADDRESSES FOR NOTICES

Lender’s Address:

25 King Street West, Suite 1700 Toronto, Ontario M5L 2A1

Attention: [redacted] Email: [redacted]

Borrower’s Address:

Enterprise Group, Inc. #2, 64 Riel Drive, St. Albert, Alberta Canada, T8N 4A4

Attention: [redacted] Email: [redacted]

Credit Parties’ Address:

c/o Enterprise Group, Inc. #2, 64 Riel Drive, St. Albert, Alberta Canada, T8N 4A4

Attention: [redacted] Email: [redacted]

Schedule C - 1

SCHEDULE C CASH MANAGEMENT SYSTEM

Borrower agrees to establish, and to maintain, until the Termination Date, the cash management system described below:

No Credit Party: (a) shall (nor shall it permit any of its Subsidiaries to) open or maintain any deposit, chequing, operating or other bank account, or similar money handling account, with any bank or other financial institution except at the Blocked Account Banks or as permitted by Lender in its sole discretion and as identified in Attachment 1 hereto; or (b) shall close or permit to be closed any of the accounts identified in Attachment 1 without Lender’s prior written consent, and then only after such Credit Party has implemented agreements with a bank or financial institution acceptable to Lender.
Commencing on the Closing Date and until the Termination Date, all monies (which term when used in this Agreement includes all cheques, bills of exchange and other payment instruments as well as cash) received by the Credit Parties, including, but not limited to, any receipts in payment of any Accounts or in respect of any insurance proceeds, whether or not a notice and direction has been sent to the Credit Parties’ Account Debtors, shall be received and held, and shall be deemed to be received and held, in trust for Lender and shall be, and shall be deemed to be, kept separate and apart from the Credit Parties’ own funds and immediately deposited by it on a daily basis in one or more blocked accounts set up for this purpose and listed in Attachment 1 hereto (collectively, the “ Blocked Accounts ”). The Credit Parties shall execute and deliver to Lender, Blocked Accounts agreements (collectively “ Blocked Account Agreements ”) in respect of all such Blocked Accounts, the receipt of which is a condition precedent to any accommodation of credit hereunder.
The Blocked Account Agreements shall provide that upon delivery of a notice to the Blocked Account Banks, in the form required by the Blocked Account Agreements (each an “ Activation Notice ”), at the sole discretion of Lender following the occurrence and during the continuance of an Event of Default, the Blocked Account Banks have no Liens upon, or right to set off against, the Disbursement Accounts (except for customary services charges), the items received for deposit therein, or the funds from time to time on deposit therein, that Lender has a security interest in the funds from time to time on deposit therein and that until receipt by the Blocked Account Banks of an Activation Notice, the Blocked Account Banks will comply only with the transfer, withdrawal and disbursement instructions of Borrower and after receipt of an Activation Notice, the Blocked Account Banks will comply only with the transfer, withdrawal and disbursement instructions of Lender.
Prior to the delivery of an Activation Notice, Borrower and each other Credit Party shall be authorized to operate all accounts, including the Blocked Accounts. After the delivery of an Activation Notice:
(a) any funds that are transferred to Lender from the Blocked Accounts shall be credited against the Obligations;
(b) Borrower shall make all of their payments (other than payments on the Obligations) and disbursements only from the Disbursement Accounts; and
(c) each Credit Party and all of their affiliates, subsidiaries, officers, employees, agents and directors (each, a “ Related Person ”) shall, acting as trustee for Lender, receive, as the property of Lender (to the extent of the outstanding obligations of Borrower hereunder), any monies, cheques, notes, drafts or any other payment which comes into the possession or under the control of a Credit Party or, in the case of any Related Person, comes into its possession or under its control and is rightfully that of a Credit Party, and immediately upon receipt thereof where received by a Credit Party or upon becoming aware of the receipt thereof where received by a Related Person, such Credit Party shall deposit or shall cause

Schedule C - 2

the same to be deposited in the Disbursement Account or the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any of the funds of a Credit Party. Each Credit Party agrees to reimburse Lender on demand for any amounts owed or paid to the Blocked Account Banks by Lender regarding the Blocked Accounts or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender’s payments to or indemnification of such bank or Person.

Borrower may maintain, in its name, accounts (the “ Disbursement Accounts ”) into which Lender shall, from time to time, deposit proceeds of Advances made pursuant to Section 1.1 for use solely in accordance with the provisions of Section 1.3. All of the Disbursement Accounts as of the Closing Date are listed in Attachment 1 hereto.
Upon the request of Lender, each Credit Party shall forward to Lender, on a daily basis, evidence of the deposit of all items of payment received by such Credit Party into the Blocked Accounts and copies of all such cheques and other items, together with a statement showing the application of those items relating to payments on Accounts to outstanding Accounts and a collection report with regard thereto in form and substance satisfactory to Lender.

Schedule C - 3

ATTACHMENT 1 TO SCHEDULE C

LIST OF BANK ACCOUNTS

[redacted]

Schedule D - 1

SCHEDULE D FEES

Facility Fee : A fully earned non-refundable facility fee of [redacted] which is fully earned as of the date hereof, and which is payable on the Closing Date from the initial Advance hereunder.
Accordion Fee : A fully earned non-refundable accordion fee equal to [redacted] of the amount of each exercise of the Accordion, which is fully earned and payable as of the exercise date (being the date such exercise of the Accordion is completed hereunder).
Unused Line Fee : For each day from the Closing Date, and through and including the Commitment Termination Date, an amount equal to the aggregate Maximum Amount of the Loan, less the aggregate amount of Advances outstanding at the end of each day, multiplied by [redacted] and divided by 365 or 366, as applicable, depending on the actual number of days in the year in respect of the period for which the Unused Line Fee is payable. The Unused Line Fee for each month (except for the month in which the Commitment Termination Date occurs) is payable in arrears on the first Business Day of each calendar month following the Closing Date; the final monthly instalment of the Unused Line Fee is payable on the Commitment Termination Date. Notwithstanding the foregoing, any unpaid Unused Line Fee is immediately due and payable on the Commitment Termination Date.
Unused Accordion Fee : For each day from the Closing Date, and through and including the Commitment Termination Date, an amount equal to the amount of the Accordion, less the aggregate amount of prior exercises of the Accordion, calculated daily and multiplied by [redacted] and divided by 365 or 366, as applicable, depending on the actual number of days in the year in respect of the period for which the Unused Accordion Fee is payable. The Unused Accordion Fee for each month (except for the month in which the Commitment Termination Date occurs) is payable in arrears on the first Business Day of each calendar month following the Closing Date; the final monthly instalment of the Unused Accordion Fee is payable on the Commitment Termination Date. Notwithstanding the foregoing, any unpaid Unused Accordion Fee is immediately due and payable on the Commitment Termination Date. Upon the full exercise of the Accordion in accordance with the terms hereof, no further Unused Accordion Fee shall be payable.
Collateral Monitoring Fee : A fully earned and non-refundable collateral monitoring fee of [redacted] per month or each part thereof, payable in advance in beginning on the Closing Date and on the first Business Day of each month thereafter.
Prepayment Fee : If Lender’s obligation to make further Advances is terminated (voluntarily by Borrower, upon Default or otherwise) on or after the Closing Date and prior to the date that is six (6) months prior to the Maturity Date, Borrower shall pay to Lender an amount equal to ten percent (10%) per annum of the amount by which the Revolving Credit Loan is prepaid for each year remaining until the Maturity date, pro-rated for any partial years remaining until the Maturity Date (the “ Prepayment Fee ”). Borrower acknowledges and agrees that: (i) it would be difficult or impractical to calculate Lender’s actual damages from early termination of Lender’s obligation to make further Advances for any reason pursuant to Section 1.2(c) or Section 7.2; (ii) the Prepayment Fee provided above is intended to be fair and reasonable approximations of such damages; and (iii) the Prepayment Fee is not intended, nor shall it be deemed, to be a penalty.
Field Examination Fees : Borrower will reimburse Lender for Lender’s standard charges in respect of audit reviews, field examinations and collateral examinations, including the standard charges of Lender’s field examiner, and all reasonable out of pocket expenses incurred in connection therewith and applicable taxes.
Appraisal Fees : Borrower will reimburse Lender for all reasonable out of pocket expenses incurred by Lender in connection with the appraisals of Inventory and Equipment reasonably conducted for Lender by an appraisal firm acceptable to Lender.

Schedule C - 2

Miscellaneous Fees : Borrower shall be liable for all of Lender’s customary miscellaneous reasonable fees for activities undertaken by Lender, including additional uploads, amendments, waivers and other matters.

Schedule E - 1

SCHEDULE E SCHEDULE OF DOCUMENTS

The obligation of Lender to make the initial Advance and extend other credit is subject to satisfaction of the condition precedent that Lender shall have received the following, each, unless otherwise specified below or the context otherwise requires, dated as of the Closing Date, in form and substance satisfactory to Lender and its counsel:

PRINCIPAL LOAN DOCUMENTS

Loan Agreement. This Agreement duly executed by Borrower and the other Credit Parties party thereto.
Borrowing Base Certificate. A Borrowing Base Certificate duly executed by an Authorized Officer of Borrower.
Notice of Advance. A Notice of Advance duly executed by an Authorized Officer of Borrower.

COLLATERAL DOCUMENTS

Registered Financing Statements. Registered financing statements under the PPSA, duly filed in all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect Lender’s Lien on the Collateral.
Searches. Certified copies of PPSA and or other evidence satisfactory to Lender, listing all effective financing statements and recordations which name Borrower and each other applicable Credit Party (under present name, any previous name or any trade or doing business name) as debtor and together with copies of such other financing statements.
Guarantees and Postponements. Guarantees and Postponements of Claim executed by each of the Guarantors, as applicable.
GSAs. General security agreements from each Credit Party granting a first priority Lien, subject to Permitted Encumbrances, in favour of Lender, in form and substance satisfactory to Lender in its sole, unfettered discretion (but not contradicting the terms hereof).
Intellectual Property Documents. Agreements relating to the granting to Lender of a security interest in Intellectual Property of Borrower to the extent applicable in a form suitable for filing with the appropriate federal filing office.
Post-Closing Undertaking. The Post-Closing Undertaking executed and delivered by each of the Credit Parties.
Other Recordings and Filings. Evidence of the completion of all other recordings and filings (including termination statements and other Lien release documentation) as may be necessary or, in the opinion of and at the request of Lender, desirable to perfect Lender’s Lien on the Collateral and ensure such Collateral is free and clear of other Liens (except Permitted Encumbrances).

THIRD PARTY AGREEMENTS

Landlord Consents. Unless otherwise agreed to in writing by Lender, duly executed landlord (in form and substance satisfactory to Lender in its sole discretion) and bailee waivers and consents from the landlords and bailees of all of Borrower’s leased or owned locations where Collateral is held, in each case, in form and substance satisfactory to Lender. For greater certainty, such

Schedule E - 2

waivers shall be permitted to be delivered after the date hereof pursuant to the Post-Closing Undertaking.

Cash Management System. Duly executed Blocked Accounts Agreement and, if required by Lender, pledged account agreements in respect of the Disbursement Accounts as contemplated by Schedule C. For greater certainty, such waivers shall be permitted to be delivered after the date hereof pursuant to the Post-Closing Undertaking.
Intercreditor or Subordination Agreement. Intercreditor and Subordination Agreements executed by the following Persons: [redacted]
Other Third Party Documents. The following other third party documents:
(a) a payout and release letter from PNC Bank, Canada Branch, together with releases of any security or blocked account or other control agreements granted in favour of PNC Bank, Canada Branch; and
(b) PPSA estoppels or no interest letters from each of Bank of Montreal and Royal Bank of Canada.

SCHEDULE F MATERIAL CONTRACTS

[redacted]

Exhibit A - 1

EXHIBIT A FORM OF NOTICE OF ADVANCE

[redacted]

Exhibit B - 1

EXHIBIT B OTHER REQUIRED REPORTS AND INFORMATION

Nil.

Exhibit C - 1

EXHIBIT C FORM OF BORROWING BASE CERTIFICATE

[redacted]

Exhibit D - 1

EXHIBIT D FORM OF COMPLIANCE CERTIFICATE

[redacted]

DISCLOSURE SCHEDULE 3.2 CORPORATE NAMES

1. Enterprise Group, Inc.

a. Name changed July 24, 2012; formerly Enterprise Oilfield Group, Inc.
b. Name changed May 23, 2007; formerly Enterprise Oil Limited.

2. E One Limited

a. Amalgamated on March 22, 2018: E One Limited and Calgary Tunnelling & Horizontal Augering Ltd. to create E One Limited
b. Amalgamated on March 1, 2010: Calgary Tunnelling & Horizontal Augering Ltd.and JW Stephens Holdings Ltd. to create Calgary Tunnelling & Horizontal Augering Ltd.
c. Amalgamated on January 13, 2016: E One Limited, Pro Tech Construction Inc., T.C. Backhoe Holdings Inc. and Enterprise Energy Services Inc. to create E One Limited
d. Amalgamated on October 1, 2007: Trevor King Oilfield Services Ltd., Enterprise Energy Services Inc., ESI Management Inc. and T.C. Backhoe & Directional Drilling Inc. to create Enterprise Energy Services Inc.

3. 1943749 Alberta Ltd.

a. Name changed July 7, 2017; formerly T.C. Backhoe & Directional Drilling Ltd.
b. Amalgamated on January 13, 2016; T.C. Backhoe & Directional Drilling Ltd., 1940604 Alberta Ltd. and 1940602 Alberta Ltd. to create T.C. Backhoe & Directional Drilling Ltd.

4. Artic Therm International Ltd.

a. Named changed September 1, 1999; formerly 775779 Alberta Ltd.

5. Hart Oilfield Rentals Ltd.

a. Name Changed May 10, 2001; formerly Hart Oilfield Consulting Inc.

6. Westar Oilfield Rentals Inc.

a. Name changed December 6, 2005; formerly NOROC Energy Services Inc.
b. Amalgamated on January 1,2021; Johnston Power Sourcing Inc. and Westar Oilfield Rentals Inc. to create Westar Oilfield Rentals Inc.

7. 1940682 Alberta Ltd.

a. Name changed March 22, 2018; formerly Enterprise Trenchless Crossings Ltd.

DISCLOSURE SCHEDULE 3.6 REAL ESTATE; PROPERTY

1. REAL PROPERTY LOCATIONS OWNED

[redacted]

2. REAL PROPERTY LOCATIONS LEASED

[redacted]

DISCLOSURE SCHEDULE 3.7 SHARES; AFFILIATES

[redacted]

DISCLOSURE SCHEDULE 3.9 TAXES

N/A

DISCLOSURE SCHEDULE 3.11 PENSION PLANS

N/A

DISCLOSURE SCHEDULE 3.12 LITIGATION

Nil.

DISCLOSURE SCHEDULE 3.13 INTELLECTUAL PROPERTY

[redacted]

DISCLOSURE SCHEDULE 3.15 ENVIRONMENTAL MATTERS

N/A

DISCLOSURE SCHEDULE 3.16 INSURANCE

[redacted]

DISCLOSURE SCHEDULE 5.2(b) INDEBTEDNESS

[redacted]

DISCLOSURE SCHEDULE 5.2(e) LIENS

N/A

AI assistant

Enterprise Group, Inc. — Capital/Financing Update 2021

45446_rns_2021-09-15_f61c4afe-9a43-473b-9238-9999f15a4138.pdf

LOAN AGREEMENT

BETWEEN

AS AGENT FOR

AS LENDER

AND

ENTERPRISE GROUP, INC.

AS BORROWER

TABLE OF CONTENTS

TABLE OF CONTENTS

Page

TABLE OF CONTENTS

RECITALS :

SECTION 1 AMOUNT AND TERMS OF CREDIT

1.1 Advances

1.2 Term and Prepayment

1.3 Use of Proceeds

1.4 Single Loan

1.5 Interest

1.6 Cash Management System

1.7 Fees

1.8 Receipt of Payments

1.9 Application and Allocation of Payments

1.10 Accounting

1.11 Indemnity

1.12 Borrowing Base; Reserves

SECTION 2 CONDITIONS PRECEDENT

2.1 Conditions to the Initial Advance

2.2 Further Conditions to Advances

SECTION 3 REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS

3.1 Corporate Existence; Compliance with Law

3.2 Executive Offices; Corporate or Other Names

3.3 Corporate Power; Authorization; Enforceable Obligations

3.4 Financial Statements and Projections; Books and Records

3.5 Material Adverse Change

3.6 Real Estate; Property

3.7 Ventures, Subsidiaries and Affiliates; Outstanding Shares and Indebtedness

3.8 Government Regulations

3.9 Taxes; Charges

3.10 Payment of Obligations

3.11 Pension Plans

3.12 Litigation

3.13 Intellectual Property

3.14 Full Disclosure/Know Your Customer

3.15 Environmental Matters

3.16 Insurance

3.17 Bank Accounts

3.18 Accounts and Equipment

3.19 Conduct of Business

3.20 Material Contracts

3.21 Further Assurances

3.22 Default

3.23 Anti-Corruption; Anti-Money Laundering

SECTION 4 FINANCIAL REPORTS, INFORMATION AND NOTICES

4.1 Reports and Information

4.2 Notices

SECTION 5 FINANCIAL AND NEGATIVE COVENANTS

5.1 Financial Covenants

5.2 Negative Covenants

SECTION 6 LENDER’S RIGHTS

6.1 Lender’s Rights

6.2 Grant of License to Use Intellectual Property Collateral

SECTION 7 EVENTS OF DEFAULT, RIGHTS AND REMEDIES

7.1 Events of Default

7.2 Remedies

7.3 Waivers by Credit Parties

7.4 Proceeds

SECTION 8 MISCELLANEOUS

8.1 Complete Agreement; Modification of Agreement

8.2 Expenses

8.3 No Waiver

8.4 Severability; Section Titles

8.5 Authorized Signature

8.6 Notices

8.7 Counterparts

8.8 Assignments

8.9 Time of the Essence

8.10 Governing Law

Enterprise Group, Inc. Capital/Financing Update 2021